☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of November 11, ~~2019, 72,789,330~~2020, there were 136,209,054 shares of the registrant’s common stock, $0.01 par value ~~were~~ outstanding.

							September 30,			December 31,
	September 30,			December 31,			2020			2019
	2019			2018			(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	851		$	1,304		$	101,660		$	83,245
Prepaid expenses		-			2,500			3,784			9,721
Total current assets		851			3,804			105,444			92,966

Fixed assets, net of accumulated depreciation of $786 and $0								6,675			7,854

Total Assets		851			3,804		$	112,119		$	100,820

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' (EQUITY)
Current liabilities

Accounts payable		757,169			794,466
Accrued liabilities		283,414			117,085
Due to related parties		169,355			13,948
Accounts payable and accrued liabilities								501,312			648,714
Accrued interest		86,626			60,381			135,529			82,870
Derivative liabilities		794,756			-			1,124,852			1,488,423
Notes payable		-			30,000
Convertible notes payable, net of discount of $255,872 and $86,520		207,246			247,590
Convertible notes payable, net of discount of $864,964 and $646,888								225,836			77,112
Convertible note payable, in default		122,166			196,270			122,166			122,166
Note payable, related party - current portion		198,000			75,000
SBA Loan Payable								460,406			-
Other current liabilities								94,402			-
Preferred stock dividends payable								56,143			-
Total current liabilities		2,618,732			1,534,740			2,720,646			2,419,285

Notes payable, related party - non current portion		-			123,000

Total Liabilities		2,618,732			1,657,740		$	2,720,646		$	2,419,285

Commitments and contingencies		-			-			-			-

Stockholders' equity (deficit)
Stockholders' (equity)

Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued or outstanding as of September 30, 2019 and December 31, 2018		-			-
Common stock, $0.01 par value, 500,000,000 shares authorized, 49,868,462 and 31,598,236 shares issued and outstanding as of September 30, 2019 and December 31, 2018		498,684			315,982
Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 27,324 shares designated Series X:
Preferred stock, Series A, $0.01 par value, 4,800 and 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019								48			-
Preferred stock, Series X, $0.01 par value, 26,227 shares issued and outstanding as of September 30, 2020 and December 31, 2019								262			262
Common stock, $0.01 par value, 500,000,000 shares authorized, 121,452,914 and 81,268,443 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively								1,214,529			812,684
Additional paid-in capital		6,783,329			5,684,208			9,664,232			8,407,977
Stock payable		37,186			37,186			37,186			37,186
Accumulated deficit		(9,937,080	)		(7,691,312	)		(13,524,784	)		(11,576,574	)
Total (deficiency in) stockholders' equity		(2,617,881	)		(1,653,936	)
Total (deficiency in) stockholders' (equity)								(2,608,527	)		(2,318,465	)

Total liabilities and stockholders' equity	$	851		$	3,804
Total liabilities and stockholders' (equity)							$	112,119		$	100,820

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

	For the Three			For the Three			For the Nine			For the Nine			For the Three			For the Three			For the Nine			For the Nine
	Months Ended			Months Ended			Months Ended			Months Ended			Months Ended			Months Ended			Months Ended			Months Ended
	September 30,			September 30,			September 30,			September 30,			September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018			2020			2019			2020			2019

Revenue	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		433,322			565,259			880,823			894,564			607,704			433,322			1,730,036			880,823

Total operating expenses		433,322			565,259			880,823			894,564			607,704			433,322			1,730,036			880,823

Net Operating Loss		(433,322	)		(565,259	)		(880,823	)		(894,564	)		(607,704	)		(433,322	)		(1,730,036	)		(880,823	)

Other income (expense):
Grant income														-			-			3,000			-
Interest expense		(832,417	)		(22,739	)		(1,157,318	)		(39,405	)		(537,184	)		(832,417	)		(1,124,219	)		(1,157,318	)
Loss on conversion of accounts payable		-			3,240			-			(32,860	)
Loss on valuation of derivative liabilities		(69,611	)		-			(69,611	)		-
Gain on settlement of accounts payable		50,366			-			50,366			-			49,351			50,366			397,962			50,366
Gain on settlement of accrued salary														6,988			-			6,988			-
(Loss) Gain on derivative liabilities														51,940			(69,611	)		498,095			(69,611	)
Loss on legal settlement		-			-			(26,924	)		-			-			-						(26,924	)
Loss on conversion of notes		(2,799	)		-			(161,458	)		-			-			(2,799	)		-			(161,458	)
Total other expense		(854,461	)		(19,499	)		(1,364,945	)		(72,265	)		(428,905	)		(854,461	)		(218,174	)		(1,364,945	)

Loss before provision for income taxes		(1,287,783	)		(584,758	)		(2,245,768	)		(966,829	)		(1,036,609	)		(1,287,783	)		(1,948,210	)		(2,245,768	)

Provision for income taxes		-			-			-			-			-			-			-			-

Net loss	$	(1,287,783	)		(584,758	)		(2,245,768	)		(966,829	)	$	(1,036,609	)	$	(1,287,783	)	$	(1,948,210	)	$	(2,245,768	)

Net loss per share - basic	$	(0.03	)	$	(0.02	)	$	(0.06	)	$	(0.04	)
Preferred stock dividend														(19,392	)		-			(56,143	)		-

Net loss per share - diluted	$	(0.03	)	$	(0.02	)	$	(0.06	)	$	(0.04	)
Net loss available to common shareholders													$	(1,056,001	)	$	(1,287,783	)	$	(2,004,353	)	$	(2,245,768	)

Weighted average shares outstanding - basic		43,360,914			25,094,466			36,446,415			23,228,812
Net loss per share - basic and diluted													$	(0.01	)	$	(0.03	)	$	(0.02	)	$	(0.06	)

Weighted average shares outstanding - diluted		43,360,914			25,094,466			36,446,415			23,228,812
Weighted average shares outstanding - basic and diluted														100,262,378			43,360,914			94,154,754			36,446,415

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

~~Unaudited~~ Condensed Consolidated Statements of Changes in Stockholders’ ~~Deficit~~(Equity)

FOR THE THREE MONTHS ENDED SEPTEMBER 30																			FOR THE THREE MONTHS ENDED SEPTEMBER 30
	FOR THE THREE MONTHS ENDED SEPTEMBER 30
																				Preferred Stock Series A				Preferred Stock Series X				Common Stock						Additional Paid-in			Stock		Accumulated
	Common Stock									Stock			Accumulated							Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable		Deficit			Total
	Shares			Amount			APIC			Payable			Deficit			Total
Balance, June 30, 2018		24,210,997		$	242,110		$	5,068,865		$	62,786		$	(6,658,230	)	$	(1,284,469	)
Stock issued for services		3,405,098			34,051			278,092			(25,600	)		-			286,543
Stock issued as compensation		450,000			4,500			23,750			12,850			-			41,100
Stock issued for accounts payable		931,901			9,319			67,732			-			-			77,051
Discount on notes payable due to conversion feature		-			-			9,000			-			-			9,000
Imputed interest		-			-			2,250			-			-			2,250
Net loss for the period		-			-			-			-			(584,758	)		(584,758	)
Balance, September 30, 2018		28,997,996		$	289,980		$	5,449,689		$	50,036		$	(7,242,988	)	$	(1,453,283	)

Balance, June 30, 2019		39,077,529		$	390,774		$	6,370,513		$	37,186		$	(8,649,297	)	$	(1,850,824	)			-		-		-		-		39,077,529			390,774			6,370,513			37,186		(8,649,297	)		(1,850,824	)
Stock issued to employees subject to vesting		1,975,000			19,750			(7,520	)		-			-			12,230				-		-		-		-		1,975,000			19,750			(7,520	)		-		-			12,230
Vesting of shares		-			-			104,465			-			-			104,465
Stock issued for conversion of note payable		9,115,933			91,160			111,601			-			-			202,761
Stock issued for conversion of notes payable																					-		-		-		-		9,115,933			91,160			111,601			-		-			202,761
Shares issued for legal settlement																					-		-		-		-		-			-			-			-		-			-
Discount on notes payable due to conversion feature																					-		-		-		-		-			-			-			-		-			-
Vesting of shares issued to employees																					-		-		-		-		-			-			104,465			-		-			104,465
Settlement of derivative liabilities		-			-			203,730			-			-			203,730																		203,730								203,730
Cancellation		(300,000	)		(3,000	)		3,000			-			-			-												(300,000	)		(3,000	)		3,000								-
Imputed interest		-			-			2,250			-			-			2,250				-		-		-		-		-			-			2,250			-		-			2,250
Net loss for the period		-			-			-			-			(1,287,783	)		(1,287,783	)			-		-		-		-		-			-			-			-		(1,287,783	)		(1,287,783	)
Balance, September 30, 2019		49,868,462		$	498,684		$	6,783,329		$	37,186		$	(9,937,080	)	$	(2,617,881	)
Balance, September 30, 2019 (unaudited)																					-		-		-		-		49,868,462		$	498,684		$	6,783,329		$	37,186	$	(9,937,080	)	$	(2,617,881	)

Balance, June 30, 2020																					4,800	$	48		26,227	$	262		98,796,144		$	987,962		$	9,058,332		$	37,186	$	(12,488,175	)	$	(2,404,385	)
Vesting of common stock issued to employees																					-		-		-		-		-			-			7,792			-		-			7,792
Vesting of stock options issued to employees																					-		-		-		-		-			-			91,647			-		-			91,647
Common stock issued for services																					-		-		-		-		386,985			3,869			17,787			-		-			21,656
Settlement of derivative liabilities																					-		-		-		-		-			-			-			-		-			-
Common stock issued in warrant settlement agreement																					-		-		-		-		-			-			-			-		-			-
Common stock issued for conversion of notes payable and accrued interest																					-		-		-		-		22,269,785			222,698			508,066			-		-			730,764
Preferred stock dividends, $3.62 per share (10% of stated value per year)																					-		-		-		-		-			-			(19,392	)		-		-			(19,392	)
Loss for the period ended September 30, 2020																					-		-		-		-		-			-			-			-		(1,036,609	)		(1,036,609	)
Balance, September 30, 2020 (unaudited)																					4,800	$	48		26,227	$	262		121,452,914		$	1,214,529		$	9,664,232		$	37,186	$	(13,524,784	)	$	(2,608,527	)

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

	For the			For the			For the Nine			For the Nine
	Nine Months Ended			Nine Months Ended			Months Ended			Months Ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,245,768	)	$	(966,829	)	$	(1,948,210	)	$	(2,245,768	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation								1,179			-
Loss on conversion of notes payable to common stock		161,458			-			-			161,458
Loss on legal settlement		26,924			-			-			26,924
Gain on settlement of accounts payable		(50,366	)		-			(397,962	)		(50,366	)
Loss on conversion of accrued expenses		-			32,860
Shares issued for extension of note payable
Gain on conversion of accrued salary								(6,988	)		-
Gain on derivative liabilities								(498,095	)		69,611
Derivative expense								125,869			460,375
Amortization of discount on notes payable								785,724			603,861
Amortization of loan fees								18,000			-
Share-based compensation								259,307			154,558
Imputed interest		6,750			6,750			-			6,750
Amortization of discount on notes payable		603,861			1,529
Derivative expense		460,375			-
Revaluation of derivative liabilities		69,611			-
Stock based compensation		154,558			359,280

Changes in assets and liabilities:
Prepaid expenses		2,500			11,000			5,937			2,500
Accounts payable		18,069			361,917
Accrued liabilities		166,329			67,348
Deferred revenue		-			1,000
Accounts payable and accrued liabilities								371,972			184,398
Due to related parties		150,407			(24,563	)		-			150,407
Other current liabilities								1,634			-
Accrued interest		57,017			17,224			89,642			57,017

Net cash (used in) operating activities		(418,275	)		(132,484	)
Net cash used in operating activities								(1,191,991	)		(418,275	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, net of discount		428,058			75,000			1,381,406			428,058
Principal payments on notes payable		(10,236	)		-			(171,000	)		(10,236	)
Advances from related parties		-			66,594

Net cash provided by financing activities		417,822			141,594			1,210,406			417,822

Net increase (decrease) in cash and cash equivalents		(453	)		9,110			18,415			(453	)

Cash and cash equivalents at beginning of period		1,304			-			83,245			1,304

Cash and cash equivalents at end of period	$	851		$	9,110		$	101,660		$	851

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	2,236		$	-		$	2,680		$	2,236
Income taxes paid	$	-		$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for satisfaction of payables	$	-		$	501,907
Consulting fees prepaid with note payable and stock				$	30,000
Par value of shares returned for cancellation	$	7,000		$	-		$	-		$	7,000
Stock issued for debt conversion	$	363,285		$	-
Shares issued for debt conversion							$	617,000		$	363,285
Shares issued for accrued salary conversion							$	17,787		$	-
Stock issued for legal settlement	$	74,104		$	-		$	-		$	101,028
Discount due to warrants	$	34,500		$	-		$	-		$	34,500
Beneficial conversion feature	$	223,087		$	-		$	-		$	223,087
Debt issued to related party for settlement of accounts payable	$	5,000		$	-		$	-		$	5,000
Settlement of derivative liabilities	$	203,730		$	-		$	1,020,449		$	203,730
Discount on notes payable due to derivative liabilities	$	470,000		$	-
Issuance of Series A Preferred Stock to consultants							$	71,558		$	-
Preferred stock dividends payable							$	56,143		$	-
Exercise of cashless warrants							$	50,986		$	-
Derivative discounts							$	999,800		$	470,000
Accrued interest converted to equity	$	26,330			-		$	36,983		$	26,330
Convertible debt issued for settlement of accounts payable	$	-		$	25,000

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

~~True Nature Holding,~~Mitesco, Inc. (the “Company,” “we,” “us,” or “our”), previously known as Trunity Holdings, Inc., a Delaware corporation, became a publicly-traded company through a reverse triangular merger with Brain Tree International, Inc., a Utah corporation (“BTI”). Trunity Holdings, Inc. was the parent company of our educational business, named Trunity, Inc., which was formed in the state of Delaware on ~~July 28, 2009 through the acquisition of certain intellectual property from its three founders.~~January 18, 2012. On December 9, 2015, ~~the Company made a decision to restructure Trunity Holdings, Inc., having~~we restructured our operations and acquired Newco4pharmacy, LLC, a development stage ~~business aimed at a roll-up of~~company which sought to acquire compounding pharmacy businesses. As a part of ~~such~~the restructuring, we ~~competed~~completed a “spin out” ~~transaction~~ of our ~~educational~~former business ~~line~~line. On April 24, 2020, we changed our name to ~~our shareholders as of December 31, 2015.~~Mitesco, Inc.

~~Our business during 2018, which has continued~~During 2020, our operations have focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology. In March of 2020, we formed The Good Clinic LLC, a Colorado limited liability company for our clinic business. We entered into ~~2019 is focused~~an agreement with four senior executives from Minute Clinic James Woodburn, Kevin Lee Smith, Michael Howe and Rebecca Hafner-Fogarty ( the “Sellers”) with the skills and know-how to assist the Company in the ~~area~~establishment of ~~software~~a series of clinics utilizing nurse practitioners and ~~solutions, predominantly~~telemedicine technology in States where full practice authority for nurse practitioners is supported. We issued 4,800 shares of our Series A Preferred Stock to these individuals as compensation. We valued the 4,800 shares of the Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant.

We plan to open our first The Good Clinic in Minneapolis, MN in the ~~healthcare sector, generally described as the healthcare information and technology (HCIT) market. We announced plans for a portfolio~~first quarter of health care technology companies focused on, but not limited to the following areas: population health management, POS/Data gathering solutions, electronic health records optimization, healthcare IT solutions, technology and artificial intelligence to improve outcomes, HIPAA security and augmentation using virtual care. We are developing, and seeking to acquire, integrate and deploy scalable technology solutions that reduce cost, improve care and increase efficiency. Our core product, a personal healthcare records application called SimpleHIPAA and SimpleHIPAA for Vets and Pets is in final testing with our initial client.2021.

While this focus continues, we are also evaluating other applications, generally, but not exclusively in the healthcare area. We believe that new technologies such as voice recognition, virtual reality and robotics will all provide excellent vehicles to update traditional information management systems and will find quick acceptance in the healthcare field as well as other large and more traditional markets. We believe the need for compliance in other industries, similar to the need in healthcare for HIPAA and data security represents opportunity for growth over and above our healthcare efforts.

Within the healthcare arena one of the most active areas involves software that provides “interoperability”, the interfacing of systems and data so that information may be shared effectively. We believe there will be many opportunities in this application area, as older systems are integrated with newer, or more specialized systems, but we have not taken any actions in pursuit of these opportunities and no guarantee can be made if we enter this space, that we will be successful. These same needs exist in other market areas and we may consider applications for these markets as well as our healthcare efforts.

Basis of Accounting – The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”), and should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature.

Use of Estimates - The preparation of these unaudited condensed financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. These estimates include the value of stock-based compensation, derivative liabilities. External factors may affect the amount of these estimates and cause actual results to differ from estimated amounts, Future events and their effects cannot be determined with ~~absolute~~any certainty. Therefore, the determination of estimates requires the exercise of judgment.

Other Comprehensive Loss – -~~Comprehensive income (loss) as defined includes all changes in equity during a period from non-owner sources. Items included in the Company’s~~ The Company does not have any items of other comprehensive loss ~~consist~~and therefore its other comprehensive loss is the same as its net loss in its condensed consolidated statements of ~~unrealized gains (losses) on securities.~~operations.

Cash -All highly liquid investments with a maturity date of three months or less at the date of purchase are cash equivalents.

Revenue Recognition – On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Stock-Based Compensation-We recognize the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

The following assumptions were used for the valuation of the Series A Preferred Stock as of March 2, 2020:

An Option Pricing Methodology (“OPM”) was utilized to allocate the enterprise value to the various equity linked instruments. The assumptions utilized in the OPM included a term of 5 years as the term for liquidity, a corresponding risk–free rate based on the term, 10% dividends, and a volatility based on the remaining term (based on comparable company volatility analysis):

Equity instruments issued to those other than employees are ~~recorded on~~recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the ~~basis~~accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the ~~instruments. In general,~~equity instruments that the ~~measurement date~~entity is obligated to issue when ~~either a (a) performance commitment, as defined, is reached~~the goods or ~~(b)~~service has been delivered or rendered and all other conditions necessary to earn the ~~earlier~~right to benefit from the equity instruments have been satisfied. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of ~~(i) the non-employee performance is complete~~this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or ~~(ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant.~~financial condition.

Convertible Instruments-The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income. In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.

~~Derivative Financial Instruments~~- Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model the Company uses for determining the fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities.

The following assumptions were used for the valuation of the derivative liability related to the convertible notes that contain a derivative component during the three months ended September 30, ~~2019:~~2020:

Common Stock Purchase Warrants-The Company accounts for common stock purchase warrants in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Accounting for Derivative Instruments and Hedging Activities. As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the BSM option-pricing model value method for valuing the impact of the expense associated with these warrants.

Stockholders’ Equity-Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange. Common stock share and per share amounts in these financial statements have been adjusted for the effects of a ~~one~~1 for 101 reverse stock split that occurred in January of 2016.

Per Share Data-Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments.

The Company ~~has~~ excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are ~~anti-dilutive~~antidilutive for the periods presented. As of September 30, 2020, there were 9,767,879 options and 63,188,385 shares issuable in connection with convertible debt excluded from calculation of diluted net loss; as of September 30, 2019, the Company had outstanding 1,425,000 warrants, 67,879 options, and 36,135,065 shares issuable ~~pursuant to~~in connection with convertible debt which were excluded from the calculation of diluted net ~~loss; as~~loss. The Company, at its discretion, may satisfy the accrued interest on its Series A and Series X Preferred Stock via the issuance of shares of common stock; at September 30, 2020 and December 31, ~~2018, the Company had outstanding 1,167,653 warrants~~2019, there were 1,731,740 and ~~67,879 options excluded from the calculation of diluted net loss.~~0 shares, respectively, potentially issuable in connection with such issuance.

Income Taxes- The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s condensed consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than possible enactments of changes in the tax laws or rates.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance. ~~The following table reflects the deferred tax asset balance at September 30, 2019:~~

The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the condensed consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012.

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the condensed consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

Impairment of Long-Lived Assets-Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed would be separately presented in the condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the condensed consolidated balance sheet, if material. ~~No impairment losses have been realized for the periods presented.~~

Financial Instruments and Fair Values-The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable.

Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates.

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their ~~significant~~significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the ~~debentures~~derivative liabilities approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the ~~debentures~~derivative liabilities as Level 3.

Recently Issued Accounting Standards-There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

As of September 30, ~~2019,~~2020, the Company had cash of ~~$851,~~$101,660, current liabilities of ~~$2,618,732,~~$2,720,646, and has incurred a loss from operations. ~~True Nature Holding’s~~The Company’s principal operation is the development and deployment of software and systems for the healthcare marketplace. The Company ~~develops solutions in~~intends to: a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) other healthcare ~~records, b) the sale of applications in the health~~related opportunities both domestically and ~~wellness area from 3~~^rd ~~parties in addition to its own developed products.~~on an international basis. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered ~~into~~ discussions to do so with certain individuals and companies. However, as of the date of these condensed consolidated financial statements, no formal agreement exists.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 18, 2020, the Company’s former President and COO completed and submitted an application on behalf of the Company to Bank of America, NA (“Bank of America”) for a PPP loan, which was subsequently approved. On April 25, 2020 the Company entered into an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of $460,406, and the Company received the full amount of the loan proceeds on May 4, 2020.

On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when no such loan had been received. Bank of America has requested that the Company remit the funds received back to Bank of America. The Company is currently working with Bank of America on a repayment plan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

During management's review of the loan application after the loan had been disbursed to the Company, it was determined that the information provided by its former President and COO in the application was not representative of the Company’s situation. After consulting with legal counsel and conferring with the Board of Directors, the Board of Directors, in executive session, voted to remove the Company’s former President and Chief Operating Officer (“COO”) from its Board of Directors, and all operating roles due to the inaccuracy of the loan application. Subsequent to that decision, the former President & COO submitted a resignation from all positions with the Company, which was accepted by the Board and management.

In August 2020, the former President and COO filed a complaint alleging discrimination under certain provisions of the anti-discrimination laws of that state. The Company believes that the action is without merit and it intends to vigorously defend itself. The Company does not believe it the action will have a material impact on the Company.

We have had some impact on our operations as a result of the effect of the pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and we are adjusting as needed within our available resources. The Company will continue to assess the effect of the pandemic on its operations. The extent to which the COVID-19 pandemic will impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its securities.

~~Nine~~Related party transactions for the nine months ended September 30, ~~2019:~~2020 were as follows:

On February 27, 2020, the Company agreed to issue 1,000,000 ten-year options to its two non-management directors (a total of 2,000,000 options). These options have a fair value at issuance of $39,162 per director (a total of $78,324), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine- months ended September 30, 2020, the amount of $12,876 was charged to operations in connection with each 1,000,000-option grant (a total of $25,7522 for all 2,000,000 options).

On March 2, 2020, the Company agreed to issue 1,500,000 ten-year options to each of its Chief Executive Officer, its President, and a consultant (a total of 4,500,000 options). These options had a fair value at issuance of $58,743 per individual (a total of $176,229), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. Julie Smith, the Company’s former President, Chief Operating Officer, and a Board member resigned effective June 30, 2020; the 1,500,000 options that the Company agreed to issue to Ms. Smith were cancelled; a total of $1,632 was charged to operations representing the fair value of these options through Ms. Smith’s resignation date. During the nine months ended September 30, 2020, the amount of $39,432 was charged to operations in connection with each of the remaining 1,500,000 option grants (a total of $78,864 for all 3,000,000 remaining options).

On June 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $28,460, an exercise price of $0.03 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine months ended September 30, 2020, the amount of $9,487 was charged to operations in connection these options.

On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine months ended September 30, 2020, the amount of $11,595 was charged to operations in connection these options.

During the nine months ended September 30, 2020, the Company charged the amount of $69,342 to operations in connection with the vesting of restricted common stock as follows: $27,196 for shares issued to management; $26,511 for shares issued to board members; and $15,635 related to shares issued to an employee. Julie Smith, our former President, Chief Operating Officer, and a Board member, resigned effective June 30, 2020; at the time of her resignation, a total of 1,000,000 shares of the Company’s common stock issued to Ms. Smith for compensation as a board member were vested, and remain outstanding; an additional 250,000 shares of common stock issued to Ms. Smith for compensation as an officer were vested, and also remain outstanding; 750,000 shares of common stock to be issued to Ms. Smith for compensation as an officer had not vested, and these shares were cancelled.

During the nine months ended September 30, 2020, the Company accrued dividends on its Series X Preferred stock in the total amount of $49,176. Of this amount, a total of $9,750 was payable to officers and directors,$23,443 was payable to a related party shareholder, and $15,983 was payable to non-related parties.

Related party transactions for the nine months ended September 30, 2019 were as follows:

On March 11, 2019, the Company issued 100,000 shares of common stock to its President as compensation and charged the fair value in the amount of $8,740 to operations.

On March 11, 2019, the Company issued 100,000 shares of common stock to a board member as compensation and charged the fair value in the amount of $8,740 to operations.

On July ~~29,2019,~~29, 2019, the Company cancelled 300,000 shares of common stock previously issued to its former President. The par value of these shares in the amount of $3,000 was charged to paid-in capital during the three months ended September 30, 2019.

On August 10, 2019, the Company issued 1,000,000 shares of common stock with a fair value of $60,000 to a board member pursuant to a director advisory agreement. The fair value of these shares will be recognized ratably over the vesting period; during the three months ended September 30, 2019, the amount of $37,054 was charged to operations in connection with these shares.

On August 10, 2019, the Company issued 775,000 shares of common stock with a fair value of $46,500 to a board member pursuant to a director advisory agreement. The fair value of these shares will be recognized ratably over the vesting period; during the three months ended September 30, 2019, the amount of $28,325 was charged to operations in connection with these shares.

On August 10, 2019, the Company issued 200,000 shares of common stock with a fair value of $12,000 to a board member pursuant to a director advisory agreement. The fair value of these shares will be recognized ratably over the vesting period; during the three months ended September 30, 2019, the amount of $12,000 was charged to operations in connection with these shares.

During the nine months ended September 30, 2019, the Company accrued the amount of $2,875 in connection with the vested portion of a common stock award granted to its President.

At September 30, 2019, the Company has the following amounts due to related parties:

On January 29, 2018, the Company converted outstanding accounts payable due to an investor in the amount of $54,815 for 527,064 restricted shares of the Company’s common stock. The cost to the Company for this issuance is $54,815, based on the closing price on the date of issuance. As the conversion amount equals the share value, no gain or loss was recorded.

On January 29, 2018, the Company converted accrued officer compensation in the amount of $93,333 into 897,432 restricted shares of the Company’s common stock. The cost to the Company for this issuance is $93,333, based on the closing price on the date of issuance. As the conversion amount equals the share value, no gain or loss was recorded.

On April 23, 2018, the Company issued 600,000 shares of common stock with a value of $48,000 to an investor, and an additional 600,000 shares of common stock with a value of $48,000 to a not for profit entity at the request of the investor due to conversion of $96,000 of accounts payable, no gain or loss was recognized due to stock price matching the amount converted.

On April 23, 2018, the Company issued 500,000 shares of common stock to its President, subject to certain vesting conditions: (i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000; (v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue. The Company valued the shares at the fair market value of $0.10 per share, or a total value of $50,000. During the three months ended September 30, 2018, the total amount of $13,740 was charged to operations pursuant to the various vesting conditions. On September 18, 2018, the Company accepted the resignation of its President, and 400,000 of these shares were forfeited.

~~On June 13, 2018, the Company issued 100,000 shares of common stock with a fair value of $8,380 to its President as a bonus.~~

On June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to its chairman as a bonus. Also, on June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to a board member as a bonus.

On June 14, 2018, the Company issued to an investor 1,100,000 restricted shares of the Company’s common stock with a fair value of $95,700 for reimbursement of $60,000 of accrued expenses paid on behalf of the Company and for services provided. The Company recognized a loss on conversion of $35,700 due to share price exceeding the value of the stock granted.

The Company accrued officer’s compensation during the nine months ended September 30, 2018 in the amount of $50,000 and imputed interest expense of $4,500 on a note payable to a related party in the amount of $75,000 (see note 5).

~~On July 24, 2018, the Company issued 312,499 shares of common stock with a fair value of $25,000 to its President for salary.~~

~~On July 24, 2018, the Company issued 369,500 shares of common stock with a fair value of $29,560 to its Chief Operating Officer for accrued salary.~~

On August 14, 2018, the Company issued to an investor 249,902 restricted shares of the Company’s common stock with a fair value of $22,491 for reimbursement of $22,491 of accrued expenses paid on behalf of the Company and for services provided.

On August 14, 2018, the Company issued to an investor 2,250,098 restricted shares of the Company’s common stock with a fair value of $202,509 as compensation for consulting services provided. The Company also accrued $58,000 for additional consulting services provided by the investor.

On September 24, 2018, the Company issued 100,000 shares of common stock with a fair value of $13,000 to each of two board members for services provided (a total of 200,000 shares of common with an aggregate fair value of $26,000).

On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to a lender. Upon issuance of the Convertible Note A, the lender was awarded 15,000 restricted common stock as an origination fee which includes piggy-back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense. On August 10, 2017, the Company issued 25,000 shares of common stock with a fair value of $3,750 for accrued interest through August 1, 2017 in the amount of $7,860. In April 2018, the Company issued 75,000 shares of common stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018, and on August 13, 2018, the Company issued an additional 75,000 shares of common stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. During the nine months ended September 30, 2019, the lender converted principal in the amount of $15,000 into 120,000 shares of common stock. The Company recorded a loss in the amount of $13,867 on this conversion. The Company accrued interest in the amount of $4,261 on this note during the nine months ended September 30, 2019. At September 30, 2019, the principal amount of the March 2016 Convertible Note A was $45,000 and accrued interest was $5,740.

Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company was obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note.

The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. For the year ended December 31, 2016, debt discount amortization related to the Convertible Note A was $28,125. There was no amortization of the discount during the nine months ended September 30, 2019.

As part of the restructuring, all debentures issued by Trunity Holdings, Inc., to fund the former, educational business, were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture. The Series C Convertible Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. The Company accrued interest in the amount of $8,328 on this note during the nine months ended September 30, 2019. As of September 30, 2019, the carrying value of this Series C Debenture was $110,833 and accrued interest expense was $54,915. The Series C Debenture is currently in default. Details of activity for the three months ended September 30, 2020 are presented in Notes Payable Table 1, below.

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received five-year warrants to acquire up to 495 shares of common stock for an exercise price of $20.20 per share on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. The Company accrued interest in the amount of $1,022 on this note during the nine months ended September 30, 2019. As of September 30, 2019, the carrying value of the Series D Debenture was $11,333 and accrued interest was $6,683. The Series D Debenture is currently in default. Details of activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

~~As a result of the acquisition of P3 Compounding of Georgia, LLC (“P3”)~~On March 18, 2016, the Company ~~had~~issued a ~~short-term convertible note with a loan agency~~12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of ~~$52,000 for the purchase of future sales and credit card receivables of P3. Under~~$60,000 to a lender. Pursuant to the terms of the ~~receivable purchase agreement,~~Convertible Note A, the Company ~~purchased an advance~~is obligated to pay monthly installments of ~~$50,000 plus $2,000 for origination costs with a 10.5% daily interest rate~~not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company was obligated to ~~be repaid over 160 days at a repayment~~repay the full principal amount of ~~$451.75~~the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per ~~day.~~share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. The ~~origination fee~~Company allocated the face value of the Convertible Note A to the shares and ~~interest were~~the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note. The beneficial conversion feature of $9,375 was recorded as a debt discount onwith an offsetting entry to additional paid-in capital decreasing the ~~date of issuance in the amount of $22,280~~note payable and ~~$22,280~~increasing debt discount. The debt discount was amortized to interest expense during the year ~~ending~~ended December 31, 2016. During the nine months ended September 30, 2019, principal in the amount of $74,104 was converted into 1,401,224 shares of common stock; a loss in the amount of $16,955 was recorded on this transaction. The principal balance due under this note was $0 at September 30, 2019.

A, the lender was awarded 15,000 restricted common stock as an origination fee which includes piggy-back registration rights. On ~~July~~September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense. On August 10, 2017, the Company negotiated the reclassification of $75,000 in accounts payable to a loan payable (the “July 2017 Note”). The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. The July 2017 Note bears no interest; however, if it is not paid by the due date, interest will accrue at the rate of 12% per year. During the nine months ended September 30, 2019, the Company imputed interest in the amount of $6,750 on the July 2017 Note.

On July 26, 2018, the Company entered into an agreement with Resources Unlimited NW LLC (“RU”) pursuant to which RU provides business development services to the Company for a period of six months. As compensation for these services, the Company issued ~~RU 250,000~~25,000 shares of common stock with a fair value of ~~$20,000 and a six month note payable~~$3,750 for accrued interest through August 1, 2017 in the amount of ~~$30,000 (the “RU Note”). The RU Note bears interest at~~$7,860. In April 2018, the ~~rate~~Company issued 75,000 shares of ~~12% per year; principal~~common stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018, and ~~interest are due~~ on ~~January 26, 2019.~~August 13, 2018, the Company issued an additional 75,000 shares of common stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. During the ~~nine months~~year ended ~~September 30,~~December 31, 2019, the ~~Company accrued interest~~lender converted principal in the amount of ~~$1,776 on the July 2018 RU Promissory Note. During the nine months ended September 30, 2019, the Company converted principal and accrued in the amounts of $30,000 and $3,344, respectively,~~$15,000 into ~~an aggregate of 400,000~~120,000 shares of common ~~stock;~~stock. The Company recorded a loss in the amount of ~~$2,637 was recorded~~$13,867 on this ~~transaction. The principal balance due under this note was $0 at September 30, 2019.~~

~~On July 5, 2018,~~conversion. Also, during the year ended December 31, 2019, the Company ~~entered into~~made a ~~Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 1”) in the aggregate~~ principal amount of $38,000. The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 2019. Under the Power Up Note 1, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. On January 1, 2019, the Power Up Note 1 became convertible, and the Company recorded a discount in connection with the beneficial conversion featurepayment in the amount of ~~$9,032; $9,032~~$4,000 on this note. Details of ~~this amount was charged to interest expense during~~activity for the three and nine months ended September 30, ~~2019. If the Company prepays the Power Up Note~~2020 are presented in Notes Payable Table 1, within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 1; $2,077 of this amount was charged to interest during the year ended nine months ended September 30, 2019. During the year ended December 31, 2018, the Company paid principal and accrued interest in the amount of $27,764 and $2,236, respectively, on the Power Up Note 1. The Company accrued interest in the amount of $58 on this note during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company paid the remaining principal and accrued interest in the amount of $10,236 and $58, respectively, along with a prepayment penalty in the amount of $16,072 on the Power Up Note 1; The principal balance due under this note was $0 at September 30, 2019 as this note has been fully satisfied.

On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 2”) in the aggregate principal amount of $33,000. The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019. Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. On February 5, 2019, the Power Up Note 2 became convertible; there was no discount associated with the conversion feature of Power Up Note 2. If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 2; $3,000 was amortized to interest expense during the nine months ended September 30, 2019. During the nine months ended September 30, 2019 the Company also recorded a discount to the Power Up Note 2 in the amount of $32,500 related to a beneficial conversion feature; this amount was charged to operations during the nine months ended September 30, 2019. During the nine months ended September 30 2019, principal and accrued interest in the amount of $33,000 and $1,980, respectively, were converted into a total of 624,993 shares of the Company’s common stock. The Company recognized a loss in the amount of $34,101 on these conversions which was charged to operations during the nine months ended September 30, 2019. The Company accrued interest in the amount of $418 on the Power Up Note 2 during the nine months ended September 30, 2019. The principal balance due under this note was $0 at September 30, 2019 as this note has been fully satisfied.

On September 18, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 3”) in the aggregate principal amount of $38,000. The Power Up Note 3 entitles the holder to 12% interest per annum and matured on June 30, 2019. Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. On March 17, 2019, the Power Up Note 3 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $38,000; $38,000 of this amount was charged to interest expense during the nine months ended September 30, 2019. If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 3; $3,000 was amortized to interest expense during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, principal and accrued interest in the amount of $38,000 and $2,280, respectively, were converted into a total of 1,173,632 shares of the Company’s common stock. The Company recognized a loss in the amount of $45,724 on these conversions which was charged to operations during the nine months ended September 30, 2019. The Company accrued interest in the amount of $1,592 on Power Up Note 3 during the nine months ended September 30, 2019. The principal balance under this note was $0 at September 30, 2019 as this note has been fully satisfied.

On November 9, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 4”) in the aggregate principal amount of $33,000. The Power Up Note 4 entitles the holder to 12% interest per annum and matures on August 31, 2019. Under the Power Up Note 4, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 4, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 4 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. On May 8, 2019, the Power Up Note 4 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $33,000; $33,000 of this amount was charged to interest expense during the nine months ended September 30, 2019. If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 4, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 4; $3,000 was amortized to interest expense during the nine months ended September 30, 2019. The Company accrued interest in the amount of $976 on Power Up Note 4 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, principal and accrued interest in the amount of $33,000 and $1,980, respectively, were converted into a total of 1,619,444 shares of the Company’s common stock. The Company recognized a loss in the amount of $63,443 on these conversions which was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $0 at September 30, 2019 as this note has been fully satisfied.

On November 26, 2018, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”) pursuant to which Auctus agreed to purchase a convertible promissory note (the “Auctus Note”) in the principal amount of $125,000. The Auctus Note entitles the holder to 12% interest per annum and matures on August 26, 2019. Pursuant to the terms of the note, the interest rate was raised to 24% effective August 27, 2019, on the portion of principal that had not been paid by the due date of the note. Under the Auctus Note, Auctus may convert all or a portion of the outstanding principal of the Auctus Note into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Auctus Note, at a price equal to the higher of the variable conversion price or $0.00003 per share. The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Auctus Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%. After the 180th day following the issuance of the Auctus Note there shall be no further right of prepayment. In connection with the Auctus Note, the Company issued five-year warrants to purchase 625,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $39,595, and recorded this amount as a discount to the Auctus Note; $39,595 of this amount was amortized to interest expense during the nine months ended September 30, 2019. On May 25, 2019, the Auctus Note became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $93,291; $93,291 of this amount was charged to interest expense during the nine months ended September 30, 2019. The Company also recorded an original issue discount in the amount of $13,500 in connection with the Auctus Note; $13,500 was amortized to interest expense during the nine months ended September 30, 2019. The Company accrued interest in the amount of $10,685 on the Auctus Note during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability existed in connection with the variable rate conversion feature of the Auctus Note. The derivative liability related to the conversion feature was valued at $153,405, and the derivative liability related to the warrants was valued at $39,595; these amounts were charged to operations during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, principal and accrued interest in the amount of $56,587 and $11,048, respectively, along with fees in the amount of $1,000, were converted into a total of 2,600,000 shares of the Company’s common stock. The Company recognized a loss in the amount of $29,670 on these conversions which was charged to operations during the nine months ended September 30, 2019. The remaining principal balance under this note was $68,413 at September 30, 2019.

On December 19, 2018, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 1”) in the principal amount of $40,000. The Crown Bridge Note 1 entitles the holder to 12% interest per annum and matures on September 19, 2019. Pursuant to the terms of the note, the interest rate was raised to 24% effective September 20, 2019, on the portion of principal that was not paid by the due date of the note. Under the Crown Bridge Note 1, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 1, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 1 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 1 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 1, then such redemption premium is 140%. After the 180th day following the issuance of the Crown Bridge Note 1, there shall be no further right of prepayment. In connection with the Crown Bridge Note 1, the Company issued five-year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $34,500 and recorded this amount as a discount to the Crown Bridge Note 1; $34,500 of this amount was amortized to interest expense during the nine months ended September 30, 2019. On June 17, 2019, the Crown Bridge Note 1 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $22,039; $22,039 of this amount was charged to interest expense during the nine months ended September 30, 2019. The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 1; $5,500 was amortized to interest expense during the nine months ended September 30, 2019. The Company accrued interest in the amount of $3,127 on the Crown Bridge Note 1 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, principal in the amount of $19,295 and fees in the amount of $500 were converted into a total of 700,000 shares of the Company’s common stock. The Company recognized a loss in the amount of $7,694 on this conversion which was charged to operations during the nine months ended September 30, 2019. On July 1, 2019, the Company determined that a derivative liability with a fair value of $44,325 existed in connection with the beneficial conversion feature of the Crown Bridge Note 1 and charged this amount to interest expense during the nine months ended September 30, 2019. The remaining principal balance under this note was $20,705 at September 30, 2019.

On December 31, 2018, the Company entered into a note payable agreement with an investor for consulting services performed on behalf of the Company in the amount of $65,000 (the “Consulting Services Note”). The Consulting Services Note matures on March 21, 2020, and bears interest at the rate of 12% per annum. The Company recorded $5,834 in interest on the Consulting Services Note during the nine months ended September 30, 2019. The principal balance under this note was $65,000 at September 30, 2019.

On December 31, 2018, the Company entered into a note payable agreement with an investor for payments of trade accounts payable made by the investor on behalf of the Company in the amount of $58,000 (the “Trade Payables Note”). The Trade Payables Note matures on March 21, 2020, and bears interest at the rate of 12% per annum. The Company recorded $5,205 in interest on the Trade Payable Note during the nine months ended September 30, 2019. The principal balance under this note was $58,000 at September 30, 2019.

On January 2, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 5”) in the aggregate principal amount of $53,000. The Power Up Note 5 entitles the holder to 12% interest per annum and matures on October 31, 2019. Under the Power Up Note 5, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 5 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 5, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 5 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 5 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 6, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 5, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 5; $3,000 was amortized to interest expense during the nine months ended September 30, 2019. On July 1, 2019, the Power Up Note 5 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $50,000; $50,000 of this amount was charged to interest expense during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, principal and accrued interest in the amount of $53,000 and $3,180, respectively, were converted into a total of 1,488,098 shares of the Company’s common stock. The Company recognized no gain or loss in connection with these conversions as they were made pursuant to the terms of the original agreement. The Company accrued interest in the amount of $3,289 on the Power Up Note 5 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $53,681 existed in connection with the variable rate conversion feature of the Power Up Note 5. $53,000 of this amount was charged to discount on the Power Up Note 5, and $681 was charged to interest expense. $53,000 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $0 at September 30, 2019 as this note has been fully satisfied.

On February 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 6”) in the aggregate principal amount of $48,000. The Power Up Note 6 entitles the holder to 12% interest per annum and matures on November 30, 2019. Under the Power Up Note 6, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 6 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 6, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 6 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 6 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 6, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 6, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 6; $3,000 was amortized to interest expense during the nine months ended September 30, 2019. On August 10, 2019, the Power Up Note 6 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $45,000; $45,000 of this amount was charged to interest expense during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, principal and accrued interest in the amount of $48,000 and $2,880, respectively, were converted into a total of 2,106,210 shares of the Company’s common stock. The Company recognized no gain or loss in connection with these conversions as they were made pursuant to the terms of the original agreement. The Company accrued interest on the Power Up Note 6 in the amount of $2,998 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $48,844 existed in connection with the variable rate conversion feature of the Power Up Note 6. $48,000 of this amount was charged to discount on the Power Up Note 6, and $844 was charged to interest expense. $48,000 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $0 at September 30, 2019 as this note has been fully satisfied.

On March 4, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 2”) in the principal amount of $40,000. The Crown Bridge Note 2 entitles the holder to 12% interest per annum and matures on December 4, 2019. Under the Crown Bridge Note 2, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 2, at a price equal to the higher of the variable conversion price or $0.00004 per share. The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 2 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 2 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 2, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 2, there shall be no further right of prepayment. In connection with the Crown Bridge Note 2, the Company issued five-year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $34,500 and recorded this amount as a discount to the Crown Bridge Note 2; $26,346 of this amount was amortized to interest expense during the nine months ended September 30, 2019. On August 31, 2019, the Crown Bridge Note 2 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $3,053; $960 of this amount was charged to interest expense during the nine months ended September 30, 2019. The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 2; $5,500 of this amount was amortized to interest expense during the nine months ended September 30, 2019. The Company accrued interest expense in the amount of $3,971 on the Crown Bridge Note 2 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $53,681 existed in connection with the variable rate conversion feature of the Crown Bridge Note 2. $53,000 of this amount was charged to discount on the Crown Bridge Note 2, and $15,863 was charged to interest expense. $17,069 of the discount was charged to operations during the nine months ended September 30, 2019. The remaining principal balance under this note was $40,000 at September 30, 2019.

On March 18, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 7”) in the aggregate principal amount of $43,000. The Power Up Note 7 entitles the holder to 12% interest per annum and matures on January 30, 2020. Under the Power Up Note 7, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 7 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 7, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 7 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 7 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note , then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 7, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 7; $3,000 was amortized to interest expense during the nine months needed September 30, 2019. On September 14, 2019, the Power Up Note 7 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $40,000; $40,000 of this amount was charged to interest expense during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, principal and accrued interest in the amount of $43,000 and $2,580, respectively, were converted into a total of 3,561,625 shares of the Company’s common stock. The Company recognized a loss in the amount of $20 in connection with these conversions. The Company accrued interest in the amount of $2,675 on the Power Up Note 7 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $44,139 existed in connection with the variable rate conversion feature of the Power Up Note 7. $43,000 of this amount was charged to discount on the Power Up Note 7, and $1,139 was charged to interest expense. $43,000 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $0 at September 30, 2019 as this note has been fully satisfied.

On April 1, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 8”) in the aggregate principal amount of $53,000. The Power Up Note 8 entitles the holder to 12% interest per annum and matures on January 30, 2020. Under the Power Up Note 8, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 8 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 8, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 8 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 8 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 8, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 1405. After the 180th day following the issuance of the Power Up Note 8, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 8; $1,815 was amortized to interest expense during the nine months needed September 30, 2019. On September 23, 2019, the Power Up Note 8 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $50,000; $2,716 of this amount was charged to interest expense during the nine months ended September 30, 2019. The Company accrued interest in the amount of $3,089 on the Power Up Note 8 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $54,404 existed in connection with the variable rate conversion feature of the Power Up Note 8. $53,000 of this amount was charged to discount on the Power Up Note 8, and $1,404 was charged to interest expense. $14,324 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $53,000 at September 30, 2019.

On May 2, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 9”) in the aggregate principal amount of $33,000. The Power Up Note 9 entitles the holder to 12% interest per annum and matures on February 28, 2020. Under the Power Up Note 9, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 9 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 9, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 9 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 9 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 9, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 9, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 9; $911 was amortized to interest expense during the nine months needed September 30, 2019. The Company accrued interest in the amount of $1,660 on the Power Up Note 9 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $34,196 existed in connection with the variable rate conversion feature of the Power Up Note 9. $33,000 of this amount was charged to discount on the Power Up Note 9, and $1,196 was charged to interest expense. $7,445 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $33,000 at September 2019.

On June 4, 2019, the Company entered into a securities purchase agreement with BHP Capital NY, Inc., a New York corporation (“BHP”), pursuant to which BHP agreed to purchase a Convertible Promissory Note (the “BHP Note”) in the principal amount of $38,500. The BHP Note the holder to 10% interest per annum and matures on March 4, 2020. In the event the Company prepays the BHP Note beginning on the issuance date through the 180th day following the issuance date, the Company must pay BHP all of the outstanding principal and interest due plus a cash redemption premium ranging from 135% to 150%. After the 180th day following the issuance date, there is no further right of prepayment by the Company. BHP has no right of conversion under the BHP Note for a period of 180 days commencing on the issuance date. In the event the Company has not paid the BHP Note in full prior to 180 days from the issuance date, BHP may convert all or a portion of the outstanding principal of the BHP Note into shares of the Company’s common stock at a price per share at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of the lowest traded price of the Common Stock during the 25 trading-day period ending on the last complete trading day prior to the date of conversion. BHP may not convert the BHP Note to the extent that such conversion would result in beneficial ownership by BHP and its affiliates of more than 4.99% of the issued and outstanding Common Stock. The BHP Note contains certain representations, warranties, covenants and events of default including if the Common Stock is suspended or delisted for trading on the OTC Marketplace or if the Company is delinquent in its periodic report filings with the SEC. In the event of default, as described in the BHP Note, at the option of BHP, it may consider the BHP Note immediately due and payable. The Company recorded an original issue discount in the amount of $5,500 in connection with the BHP Note; $2,358 was amortized to interest expense during the nine months needed September 30, 2019. The Company accrued interest in the amount of $1,493 on the BHP Note during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $73,886 existed in connection with the variable rate conversion feature of the BHP Note. $38,500 of this amount was charged to discount on the BHP Note, and $35,386 was charged to interest expense. $8,440 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $38,500 at September 30, 2019.

On June 10, 2019, the Company entered into a securities purchase agreement with Armada Investment Fund, LLC (“Armada”) pursuant to which Armada agreed to purchase a convertible promissory note (the “Armada Note”) in the aggregate principal amount of $38,500. The Armada Note the holder to 10% interest per annum and matures on March 10, 2020. In the event the Company prepays the Armada Note beginning on the issuance date through the 180th day following the Armada Issuance Date, the Company must pay Armada all of the outstanding principal and interest due plus a cash redemption premium ranging from 135% to 150%. After the 180th day following the Armada Issuance Date, there is no further right of prepayment by the Company. Armada has no right of conversion under the Armada Note for a period of 180 days commencing on the Armada Issuance Date. In the event the Company has not paid the Armada Note in full prior to 180 days from the Armada Issuance Date, Armada may convert all or a portion of the outstanding principal of the Armada Note into shares of the Company’s common stock at a price per share equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of the lowest traded price of the Common Stock during the 25 trading-day period ending on the last complete trading day prior to the date of conversion. Armada may not convert the Armada Note to the extent that such conversion would result in beneficial ownership by Armada and its affiliates of more than 4.99% of the issued and outstanding Common Stock. The Armada Note contains certain representations, warranties, covenants and events of default including if the Common Stock is suspended or delisted for trading on the OTC Marketplace or if the Company is delinquent in its periodic report filings with the SEC. In the event of default, as described in the Armada Note, at the option of Armada, it may consider the Armada Note immediately due and payable. The Company recorded an original issue discount in the amount of $3,000 in connection with the Armada Note; $1,007 was amortized to interest expense during the nine months needed September 30, 2019. The Company accrued interest in the amount of $1,417 on the Armada Note during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $73,256 existed in connection with the variable rate conversion feature of the Armada Note. $38,500 of this amount was charged to discount on the Armada Note, and $34,756 was charged to interest expense. $8,161 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $38,500 at September 30, 2019.

On July 2, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 3”) in the principal amount of $40,000. The Crown Bridge Note 3 entitles the holder to 12% interest per annum and matures on December 29, 2019. Under the Crown Bridge Note 3, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 3, at a price equal to the 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 3 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 2 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 2, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 3, there shall be no further right of prepayment. In connection with the Crown Bridge Note 3. The Company recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 3; $1,800 of this amount was amortized to interest expense during the nine months ended September 30, 2019. The Company accrued interest expense in the amount of $1,184 on the Crown Bridge Note 3 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $57,346 existed in connection with the variable rate conversion feature of the Crown Bridge Note 3. $40,000 of this amount was charged to discount on the Crown Bridge Note 3, and $17,346 was charged to interest expense. $7,367 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $40,000 at September 30, 2019.

On July 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 10”) in the aggregate principal amount of $38,000. The Power Up Note 10 entitles the holder to 12% interest per annum and matures on April 30, 2020. Under the Power Up Note 10, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 10 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 10, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 10 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 10 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 10, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 10, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 10; $827 was amortized to interest expense during the nine months needed September 30, 2019. The Company accrued interest in the amount of $1,012 on the Power Up Note 10 during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company determined that a derivative liability in the amount of $40,033 existed in connection with the variable rate conversion feature of the Power Up Note 10. $38,000 of this amount was charged to discount on the Power Up Note 10, and $2,033 was charged to interest expense. $4,684 of the discount was charged to operations during the nine months ended September 30, 2019. The principal balance under this note was $38,000 at September 30, 2019below.

On September 12, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 11”) in the aggregate principal amount of $45,000. The Power Up Note 11 entitles the holder to 12% interest per annum and matures on July 15, 2020. Under the Power Up Note 11, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 11 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 11, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 11; ~~$176~~$3,000 was amortized to interest expense during the ~~nine months needed September 30,~~year ended December 31, 2019. The Company accrued interest in the amount of ~~$444~~$1,642 on the Power Up Note 11 during the ~~nine months~~year ended ~~September 30,~~December 31, 2019. During the ~~nine months~~year ended ~~September 30,~~December 31, 2019, the Company determined that a derivative liability in the amount of $47,187 existed in connection with the variable rate conversion feature of the Power Up Note 11. $45,000 of this amount was charged to discount on the Power Up Note 11, and $2,187 was charged to interest expense. ~~$2,638~~

During the nine months ended September 30, 2020, the Company made a cash payment in the amount of $74,195 on the Power Up Note 11 which fully satisfied this obligation. This amount consisted of $45,000 of principal, $2,680 of accrued interest, and $23,815 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 11 at the time of payment, and recorded a gain on revaluation in the amount of $35,420. The Company credited the fair value of the derivative liability at the time of payment in the amount of $21,266 to additional paid-in capital. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below. This obligation has been fully satisfied and the Company has no further requirements related to this matter.

On October 7, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 12”) in the aggregate principal amount of $53,000 and an original issue discount of $3,000. The Power Up Note 12 entitles the holder to 12% interest per annum and matures on August 15, 2020. Under the Power Up Note 12, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 12 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 12 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 12 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 12, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,499 on the Power Up Note 12 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $54,969 existed in connection with the variable rate conversion feature of the Power Up Note 12. $53,000 of this amount was charged to discount on the Power Up Note 12, and $2,187 was charged to interest expense. $6,502 of the discount was charged to operations during the year ended December 31, 2019.

During the three months ended September 30, 2020, the Company made a cash payment in the amount of $84,231 on the Power Up Note 12 which fully satisfied this obligation. This amount consisted of $53,000 of principal, $3,312 of accrued interest, and $27,919 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 12 at the time of payment, and recorded a gain on revaluation in the amount of $4,247. The Company credited the fair value of the derivative liability at the time of payment in the amount of $62,569 to additional paid-in capital. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below. This obligation has been fully satisfied and the Company has no further requirements related to this matter.

On November 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 13”) in the aggregate principal amount of $73,000 and an original issue discount of $3,000. The Power Up Note 13 entitles the holder to 12% interest per annum and matures on August 30, 2020. Under the Power Up Note 13, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 13 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 13 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 13 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 13, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,414 on the Power Up Note 13 during the year ended December 31, 2019. ~~The principal balance under~~During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $73,529 existed in connection with the variable rate conversion feature of the Power Up Note 13. $73,000 of this ~~note~~amount was ~~$45,000 at September 30,~~charged to discount on the Power Up Note 13, and $529 was charged to interest expense. $6,091 of the discount was charged to operations during the year ended December 31, 2019.

During the three months ended June 30, 2020, the Company made a cash payment in the amount of $115,980 on the Power Up Note 13 which fully satisfied this obligation. This amount consisted of $73,000 of principal, $4,728 of accrued interest, and $38,252 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 13 at the time of payment, and recorded a gain on revaluation in the amount of $4,882. The Company credited the fair value of the derivative liability at the time of payment in the amount of $86,380 to additional paid-in capital. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below. This obligation has been fully satisfied and the Company has no further requirements related to this matter.

On November 22, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC (“Eagle Equities”) pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 1”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 1 entitles the holder to 12% interest per annum and matures on November 22, 2020. Under the Eagle Equities Note 1, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 1, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 1 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 1 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 1, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 1, there shall be no further right of prepayment. The Company accrued interest in the amount of $3,367 on the Eagle Equities Note 1 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $271,694 existed in connection with the variable rate conversion feature of the Eagle Equities Note 1. $256,000 of this amount was charged to discount on the Eagle Equities Note 1, and $15,694 was charged to interest expense. $7,784 of the discount was charged to operations during the year ended December 31, 2019.

During the nine months ended September 30, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of common stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of common stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock; on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock; on July 9, 2020, principal of $45,000 and accrued interest of $3,405 were converted at a price of $0.01518 per share into 3,188,735 shares of common stock; on July 17, 2020, principal of $50,000 and accrued interest of $3,917 were converted at a price of $0.01572 per share into 3,429,814 shares of common stock; and on July 30, 2020, principal of $45,000 and accrued interest of $3,720 were converted at a price of $0.021 per share into 2,320,000 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement. Details of activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below. This obligation has been fully satisfied and the Company has no further requirements related to this matter.

On December 19, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 2”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 2 entitles the holder to 12% interest per annum and matures on December 19, 2020. Under the Eagle Equities Note 2, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 2, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 2 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 2 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 2, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,094 on the Eagle Equities Note 2 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $277,476 existed in connection with the variable rate conversion feature of the Eagle Equities Note 2. $256,000 of this amount was charged to discount on the Eagle Equities Note 2, and $21,476 was charged to interest expense. $8,393 of the discount was charged to operations during the year ended December 31, 2019.

During the nine months ended September 30, 2020, the holder of the Eagle Equities Note 2 converted the following amounts of principal and accrued interest to common stock: On August 20, 2020, principal of $56,000 and accrued interest of $4,573 were converted at a price of $0.01896 per share into 3,194,796 shares of common stock; On September 1, 2020, principal of $50,000 and accrued interest of $4,283 were converted at a price of $0.01806 per share into 3,005,721 shares of common stock; On September 9, 2020, principal of $50,000 and accrued interest of $4,417 were converted at a price of $0.0153 per share into 3,556,645 shares of common stock; and on September 25, 2020, principal of $50,000 and accrued interest of $4,683 were converted at a price of $0.0153 per share into 3,574,074 shares of common stock. Details of activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below. This obligation has been fully satisfied and the Company has no further requirements related to this matter.

On January 24, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 3”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 3 entitles the holder to 12% interest per annum and matures on January 24, 2021. Under the Eagle Equities Note 3, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 3, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 3 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 3 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 3, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 3, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $272,412 existed in connection with the variable rate conversion feature of the Eagle Equities Note 3. $250,000 of this amount was charged to discount on the Eagle Equities Note 3, and $22,412 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

On March 10, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 4”) in the aggregate principal amount of $129,000 and an original issue discount of $4,000. The Eagle Equities Note 4 entitles the holder to 12% interest per annum and matures on March 10, 2021. Under the Eagle Equities Note 4, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 4, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 4 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 4 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 4, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 4, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $139,021 existed in connection with the variable rate conversion feature of the Eagle Equities Note 4. $125,000 of this amount was charged to discount on the Eagle Equities Note 4, and $14,021 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below. As of the November 5, 2020, the remaining principal balance on this note was $156,000 and accrued interest was $14,643.

On April 8, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 5”) in the aggregate principal amount of $100,000 and an original issue discount of $4,000. The Eagle Equities Note 5 entitles the holder to 12% interest per annum and matures on April 8, 2021. Under the Eagle Equities Note 5, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 5 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 5, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 5 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 5 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 5, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of prepayment. During the three months ended June 30, 2020, the Company determined that a derivative liability in the amount of $106,576 existed in connection with the variable rate conversion feature of the Eagle Equities Note 5. $100,000 of this amount was charged to discount on the Eagle Equities Note 5, and $6,576 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

On July 1, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 6”) in the aggregate principal amount of $200,200 with an original issue discount of $18,200. The amount received was also net of fees in the amount of $7,000, which were charged to interest expense during the period. The Eagle Equities Note 6 entitles the holder to 12% interest per annum and matures on July 1, 2021. Under the Eagle Equities Note 6, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 6 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 6, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 6 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 6 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 6, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 6, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $218,148 existed in connection with the variable rate conversion feature of the Eagle Equities Note 6. $200,200 of this amount was charged to discount on the Eagle Equities Note 6, and $17,948 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

On August 20, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 7”) in the aggregate principal amount of $200,200 with an original issue discount of $18,200. The amount received was also net of fees in the amount of $7,000, which were charged to interest expense during the period. The Eagle Equities Note 7 entitles the holder to 12% interest per annum and matures on August 20, 2021. Under the Eagle Equities Note 7, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 7 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 7, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 7 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 7 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 7, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 7, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $215,403 existed in connection with the variable rate conversion feature of the Eagle Equities Note 7. $200,200 of this amount was charged to discount on the Eagle Equities Note 7, and $15,203 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

On September 30, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 8”) in the aggregate principal amount of $114,400 with an original issue discount of $10,400. The amount received was also net of fees in the amount of $4,000, which were charged to interest expense during the period. The Eagle Equities Note 8 entitles the holder to 12% interest per annum and matures on September 30, 2021. Under the Eagle Equities Note 8, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 8, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 8 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 8 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 8, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 8, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $117,309 existed in connection with the variable rate conversion feature of the Eagle Equities Note 8. $114,400 of this amount was charged to discount on the Eagle Equities Note 8, and $2,909 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

On May 4, 2020, the Company received loan proceeds from Bank of America in the amount of $460,406 under the Paycheck Protection Program (the “PPP Loan”).

On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when the Company never applied for or received such a loan. Bank of America has requested that the Company return the funds it received back to Bank of America. The Company is currently negotiating a repayment plan with Bank of America. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

* Subsequent to September 30, 2020, $50,000 of principal and $4,867 of accrued interest of this note were converted to a total of 3,586,057 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations.

** Subsequent to September 30, 2020, $133,000 of principal and $12,146 of accrued interest of this note were converted to a total of 11,170,083 shares of the Company’s common stock.

The total amount of notes payable at September 30, 2020 and December 31, 2019 is presented in Notes Payable Table 2 below:

Certain of the Company’s convertible notes and warrants contain ~~conversion~~ features that create derivative liabilities. The pricing model the Company uses for determining fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. The derivative components of these notes are valued at issuance, at conversion, at restructure, and at each period end.

Derivative liability activity for the year ended December 31, 2019 and the nine months ended September 30, ~~2019~~2020 is summarized in the table below:

December 31, 2019	$	-
December 31, 2018				$	-
Conversion features issued		780,565			1,472,320
Warrants issued		148,310			187,968
Debt converted		(203,730	)
Settled upon conversion or exercise					(689,469	)
Settled upon payment of note					(191,827	)
Loss on revaluation		69,611			709,431
September 30, 2019	$	794,756
December 31, 2019				$	1,488,423

The Company has authorized 500,000,000 shares of common stock, par value $0.01; 121,452,914 and 81,268,443 shares were issued and outstanding at September 30, 2020 and December 31, 2019, respectively.

Common Stock Transactions During the ~~nine months ending~~Nine Months Ended September 30, 2020

On May 27, 2020, the Company issued 2,901,440 shares of common stock for the cashless exercise of warrants. These warrants were issued pursuant to a settlement agreement with a note holder regarding the effective price of warrants issued with regard to a variable conversion price feature which resulted in the issuance of 1,011,967 more shares than would have been issued prior to the settlement agreement. The Company recorded a loss in the amount of $24,894 on this transaction based upon the additional shares issued at the market price of the Company’s common stock.

The holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of common stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of common stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock; on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock; on July 9, 2020, principal of $45,000 and accrued interest of $3,405 were converted at a price of $0.01518 per share into 3,188,735 shares of common stock; on July 17, 2020, principal of $50,000 and accrued interest of $3,917 were converted at a price of $0.01572 per share into 3,429,814 shares of common stock; and on July 30, 2020, principal of $45,000 and accrued interest of $3,720 were converted at a price of $0.021 per share into 2,320,000 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement.

The holder of the Eagle Equities Note 2 converted the following amounts of principal and accrued interest to common stock: On August 20, 2020, principal of $56,000 and accrued interest of $4,573 were converted at a price of $0.01896 per share into 3,194,796 shares of common stock; On September 1, 2020, principal of $50,000 and accrued interest of $4,283 were converted at a price of $0.01806 per share into 3,005,721 shares of common stock; On September 9, 2020, principal of $50,000 and accrued interest of $4,417 were converted at a price of $0.0153 per share into 3,556,645 shares of common stock; and on September 25, 2020, principal of $50,000 and accrued interest of $4,683 were converted at a price of $0.0153 per share into 3,574,074 shares of common stock.

On January 2, 2020, the Company issued 200,000 restricted shares of the Company’s common stock at valued $7,680 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant.

The Company charged the amount of $69,342 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of $128,714 to operations in connection with the vesting of options granted to officers, board members and employees.

On March 2, 2020, the Company entered into agreements to issue 500,000 options to each of four consultants (a total of 2,000,000 options). The options have a fair value of $20,930 per consultant (a total of $83,720). These agreements will become effective April 6, 2020, at which time the Company will begin to charge the value of these options to operations. The Company valued these options using the Black-Scholes valuation model.

The Company entered into agreements with two note holders regarding the exercise price of warrants held by the note holders. These agreements resulted in the following: (i) on January 29, 2020, the Company issued 1,000,000 shares of common stock, and the note holders agreed to cancel 2,769,482 warrants; the Company recorded a gain in the amount of $77,652 on this transaction; (ii) on February 19, 2020, the Company issued 4,098,556 shares of common stock for the exercise of 4,480,938 warrants in a cashless transaction; the Company recorded a gain in the amount of $259,947 on this transaction, which is included in gain on derivative liabilities.

On August 27, 2020, the Company issued 386,985 shares of common stock at a price of $0.034 per share to an ex-employee for accrued compensation. A gain in the amount of $6,988 was recognized on this transaction.

Common Stock Transactions During the Nine Months Ended September 30, 2019 ~~the~~

The Company issued 200,000 restricted shares of the Company’s common stock at valued $17,480 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant. ~~Also, during the nine months ended September 30, 2019, the~~

The Company issued 2,975,000 shares of common stock to employees, subject to vesting provisions, pursuant to employment agreements. The par value of these shares in the amount of $29,750 was credited to paid-in capital. ~~During the nine months ended September 30, 2019, the~~

The Company charged the amount of ~~$154,558~~$2,875 to additional paid-in capital ~~representing~~in connection with the vesting of ~~shares issued~~stock granted to ~~employees.~~ its President.

~~During the nine months ending September 30, 2018, the Company issued 4,100,000 restricted shares of the Company’s common stock at valued $345,430 in exchange for services provided.~~ The ~~value of these shares was based on the closing market price on the respective date of grant.~~

~~Stock-based compensation expenses are included in general and administrative expenses on the condensed consolidated statements of operations.~~

~~During the nine months ended September 30, 2019, the~~ Company issued, in 24twenty-four transactions, a total of 14,394,002 shares in connection with the conversion of notes payable principal, accrued interest and fees in the aggregate amounts of ~~$368,882 and~~$368.882, $26,330, and $1,500, respectively; a loss in the aggregate amount of $161,458 was recognized on these ~~transactions (see note 5).~~transactions.

~~During the nine months ending September 30, 2018, the Company issued 150,000 restricted shares of common stock valued at $13,850 for an extension of the term of a note payable.~~

~~During the nine months ended September 30, 2019, the Company did not issue any shares to settle accounts payable.~~

During the nine months ending September 30, 2018, the Company issued 5,817,122 shares valued at $534,767 to settle outstanding accounts payable. There was a loss on the transaction of $32,860 because the fair value of the issuance exceeded the fair value of the accounts payable settled.

~~During the nine months ended September 30, 2019, the~~The Company cancelled an aggregate 700,000 shares of common stock issued to former executive officers.

~~During the nine months ended September 30, 2018. there were no cancellations of common stock.~~

~~During the nine months ended September 30, 2019, the~~The Company issued 1,401,224 shares of common stock in connection with the settlement of a note payable in the amount of $74,104. The Company recorded a loss in the amount of $26,924 in connection with this transaction.

We issued 4,800 and 0 shares of our 12% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) as of September 30, 2020 and December 31, 2019, respectively. The Series A Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and is not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series A Preferred Stock. The Series A Preferred Stock is not redeemable prior to December 31, 2022. The Series A Preferred Stock will accrue dividends at the rate of 12% on $25.00 per share.

Series A Preferred Stock Transactions During the Nine Months Ended September 30, 2020

On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly-formed subsidiary The Good Clinic, LLC. The Company has valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. During the nine months ended September 30, ~~2018. there were no~~2020, the Company accrued dividends in the amount of $6,967 on the Series A Preferred Stock. At September 30, 2020, dividend payable on the Series A Preferred Stock was $6,967. At September 30, 2020, if management determined to pay these dividends in shares ~~issued~~of the Company’s common stock, this would result in ~~connection with a legal settlement.~~the issuance of 214,898 shares of common stock based upon the average price of $0.03242 per share for the five day period ended September 30, 2020.

~~A summary~~The Company has 26,227 shares of ~~options issued, exercised~~its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of September 30, 2020 and ~~cancelled are as follows:~~

~~Note~~ 9 –December 31, 2019. The Series X Preferred Stock ~~Warrants~~has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends at the rate of 10% on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. Each one share of the Series X Preferred Stock is entitled to 20,000 votes on all matters submitted to a vote of our shareholders.

~~A summary of warrants issued, exercised and expired are as follows:~~Series X Preferred Stock Transactions During the Nine Months Ended September 30, 2020

During the nine months ended September 30, 2020, the Company accrued dividends in the amount of $49,176 on the Series X Preferred Stock. At September 30, 2020, dividend payable on the Series X Preferred Stock was $49,176. At September 30, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 1,516,841 shares of common stock based upon the average price of $0.03242 per share for the five day period ended September 30, 2020.

The following table summarizes the options outstanding at September 30, 2020 and the related prices for the options to purchase shares of the Company’s common stock:

~~Stress Free Capital, Inc. vs. True Nature Holdings, Inc. Case No. CACE-18-0108656~~There are no pending or anticipated legal actions at this time except as noted below in “Other”.

Pursuant to a judgment rendered in the Seventeenth Judicial District I and for Broward County, Florida, the Company in June 2019 issued 1,401,224 shares of common stock in complete settlement of a note payable to the plaintiff in the aggregate amount of $84,073.48.

~~National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.~~Other

~~This action was filed on December 16, 2015 by~~During management's review of the ~~National Council for Science and~~Company’s recent PPP loan application after the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relatingloan had been disbursed to the ~~case. The~~ Company, ~~in its answer dated January 27, 2016, denied~~it was determined that the ~~material allegations made~~information provided by ~~NCSE, asserted a number of affirmative defenses~~Ms. Julie R. Smith, the Company’s former President and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE.

~~On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has~~COO, was not ~~paid the amounts as~~representative of the ~~date of this filing and has recorded the obligation at $75,000.~~

~~This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016~~Company’s situation. After consulting with the intent of collection past due invoices in the aggregate amount of $241,828. The Company believes it has strong defenses against any such action and anticipates a settlement upon completion of certain funding activities. The Company has recorded a liability in the amount of $241,828 on its balance sheet at December 31, 2018.

~~The spin-out that now owns the former educational software business has been informed that they owe the Company from the obligations of the NCSE settlement, and the costs of the~~ legal ~~action. We intend to take all actions available to us to collect on these amounts.~~

A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the Company. On October 18, 2018, the Superior Court of Fulton County, State of George issued an Order & Final Judgment against the Company in the amount of $44,365 plus an additional $11,001 of accrued interest. On July 3, 2019 the Company settled this matter with a $5,000 payment made by a shareholder for the benefit of the Company, and the Company recorded a gain on settlement in the amount of $50,366.

In October and November 2019, the Company issued a total of 18,820,868 shares of common stock in eleven transactions in connection with the conversion of convertible notes payable. The conversions were made pursuant to the terms of the original agreements.

~~In October 2019, the Company issued 100,000 shares of common stock with a fair value of $2,000 to a service provider.~~

In October 2019, the Company issued 2,000,000 shares of common stock, subject to vesting conditions, to its Chief Executive Officer. This grant consisted of 1,000,000 shares for services as a member ofcounsel, the Board of Directors ~~and an additional 1,000,000 shares for services as an officer of the Company. The fair value of these shares was $60,000.~~

~~In October 2019, the Company issued 2,000,000 shares of common stock, subject~~voted to ~~vesting conditions, to~~remove Ms. Smith from its ~~President and Chief Operating Officer. This grant consisted of 1,000,000 shares for services as a member of the~~ Board of Directors, and all other capacities due to the misstatements she made in the loan application. Subsequent to that decision, effective July 1, 2020, Ms. Smith submitted a resignation from all positions with the Company, which was accepted by the Board and management. Ms. Smith subsequently retained counsel and has indicated her intent to file an ~~additional 1,000,000 shares for services as an officer~~administrative charge of discrimination in Colorado under certain provisions of the ~~Company.~~anti-discrimination laws of that state.

On August 18, 2020, the Company received formal notice that a complaint has been filed with the Colorado Civil Rights Division by Ms. Smith naming the Company as the Respondent. The ~~fair value of these shares was $60,000.~~Company believes the claims are frivolous and intends to vigorously defend against the allegations.

Effective October 19, 2020, the Company entered into an agreement to lease approximately 3,038 square feet of ~~Officers~~retail space from LMC NE Minneapolis Holdings, Inc. for purposes of operating its first medical clinic (the “LMC Lease”). The lease has an initial term of 90 months at the following rates: Months 1 to 24 - $5,317 per month; months 25 to 36 - $5,443 per month; months 37 to 48 - $5,570 per month; months 49 to 60 - $5,696 per month; months 61 to 72 - $5,823 per month; months 73 to 90 - $5,949 per month. The LMC Lease also provides the Company with renewal options for months 91 through 150.

On October ~~3, 2019~~29, 2020, the Company announces the appointment of Ms. Julie R. Smith as a member of its Board of Directors and President & COO. Ms. Smith, age 54, is an experienced Senior Executive and Board Member who has held multiple leadership positions for both public and private entities. Most recently she was President and CEO at HOMEWATCH CARE GIVERS, LLC (www.homewatchcaregivers.com), a $150 million per year franchise network operating in 7 countries which provides services within the healthcare continuum. Prior to that she held senior positions in the educational arena with stints at Lincoln Education Services (www.lincolnedu.com) and The Princeton Review (www.princetonreview.com). Julie attained her MBA in International Management from the Thunderbird School of Global Management and a BA in Business from the University of Denver, Daniels College of Business. She resides in Denver, Colorado and will operate from the Company’s new Denver office and will be focused on the acquisition and integration of new operations. Ms. Smith will receive a salary of $250,000 per annum for services as President, and $5,000 per month for services as a board member. Ms. Smith will also receive, subject to vesting provisions, an initial grant of 1,000,000 shares of the Company’s restricted stock for services as a member of the Board of Directors, and an additional 1,000,000 shares for services as an officer of the Company. NOTE: Since Ms. Smith has movedentered into ~~her officer role, the Board stipend has been discontinued in favor of her compensation as an officer.~~

On October 7, 2019 the Company announces the appointment of Mr. Lawrence Diamond to its Board of Directors, and as CEO to its senior management team. Mr. Diamond, age 56, was most recently CEO of Intelligere Inc., a supplier of interpretation and translation for 73 languages to health care providers. Prior to that role he was COO of PointRight, Inc., a leading healthcare analytics firm specializing in long-term and post-acute care using predictive analytics for skilled nursing, home health, Medicare & Medicaid payers, hospitals, and ACOs. While VP of Insignia Health he grew their business internationally and domestically providing population health engagement via their validated program (Patient Activation Measure, PAM) and SaaS-based population health-coaching. He led strategic planning and sales at American Telecare, an innovator of telemedicine enabled clinical services and medical devices that improve cost and quality. He was VP at Ubiquio Corporation, Inc., an innovator in mobile technology and services which was acquired by Mobile Planet, after an eight-year stint at UnitedHealth Group, where he was Vice President driving their Medicare Advantage, pharmacy products, health plan operations, and M&A. He began his career at Merrill Lynch in private client banking. He earned his M.B.A. at the University of Minnesota, and his B.S., Business Administration, at the University of Richmond. Mr. Diamond will receive a salary of $250,000 per annum for services as Chief Executive Officer, and $5,000 per month for services as a board member. Mr. Diamond will also receive, subject to vesting provisions, an initial grant of 1,000,000 shares of the Company’s restricted stock for services as a member of the Board of Directors, and an additional 1,000,000 shares for services as an officer of the Company. NOTE: Since Mr. Diamond has moved into his officer role, the Board stipend has been discontinued in favor of his compensation as an officer.

~~Effective October 8, 2019 Mr. Jim Crone has resigned all positions with the Company in order to pursue other opportunities. There were no disagreements with Mr. Crone.~~

~~In October 2019, the Company received funds of approximately $53,000 pursuant to Power Up Note 12. Power Up Note 12 is~~ a convertible ~~promissory~~redeemable note agreement with Eagle Equities, LLC in the amount of ~~$53,000. Power Up~~$114,400 (the “Eagle Equities Note 129). The Eagle Equities Note 9 bears interest at the rate of 12% per ~~year and becomes~~annum, is convertible ~~at any time following the 180~~^th ~~calendar day after the issue date at a price per share equal to 55% of the lowest trading price for~~into the Company’s common stock at any time after 180 days from the date of the note, and is due October 29, 2021.

On October 6, 2020, the ~~twenty-five days prior~~Company issued 3,586,057 shares of common stock at a price of $0.0153 per share pursuant to the conversion ~~date. The Power Up~~of $50,000 of principal and $4,867 of accrued interest in Eagle Equities Note ~~12 is due August~~2.

On October 15, ~~2020.~~2020, the Company issued 3,471,690 shares of common stock at a price of $0.01566 per share pursuant to the conversion of $50,000 of principal and $4,367 of accrued interest in Eagle Equities Note 3.

On October 29, 2020, the Company issued 4,439,024 shares of common stock at a price of $0.0123 per share pursuant to the conversion of $50,000 of principal and $4,600 of accrued interest in Eagle Equities Note 3.

On November 11, 2020, the Company issued 3,259,369 shares of common stock at a price of $0.0111 per share pursuant to the conversion of $33,000 of principal and $3,179 of accrued interest in Eagle Equities Note 3.

On November 10, the Company amended its bylaws to increase the number of members of its Board of Directors to up to 10 members and eliminate cumulative voting for the election of directors.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”). Our condensed consolidated financial statements have been prepared and, unless otherwise stated, the information derived therefrom as presented in this discussion and analysis is presented, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 and subsequent reports on Form 8-K, which discuss our business in greater detail. Unless the context indicates otherwise, the “Company”, “we”, “us”, and “our” in this Item 2 and elsewhere in this Quarterly Report refer to ~~True Nature Holdings,~~Mitesco, Inc., a Delaware corporation, and its consolidated subsidiaries.

In addition to historical information, the following discussion contains forward-looking statements regarding future events and our future performance. In some cases, you can identify forward-looking statements by terminology such as “will”, “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue” or the negative of these terms or other comparable terminology. All statements made in this Quarterly Report other than statements of historical fact are forward-looking statements. These forward-looking statements involve risks and uncertainties and reflect only our current views, expectations and assumptions with respect to future events and our future performance. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy. If risks or uncertainties materialize or assumptions prove incorrect, actual results or events could differ materially from those expressed or implied by such forward-looking statements. Risks that could cause actual results to differ from those expressed or implied by the forward-looking statements we make include, among others, risks related to: our ability to successfully implement our business plan, develop and commercialize our ~~software~~proprietary formulations in a timely manner or at all, identify and acquire additional ~~software products,~~proprietary formulations, manage our pharmacy operations, service our debt, obtain financing necessary to operate our business, recruit and retain qualified personnel, manage any growth we may experience and successfully realize the benefits of our acquisitions and collaborative arrangements we may pursue; competition from pharmaceutical companies, outsourcing facilities and pharmacies; general economic and business conditions; regulatory and legal risks and uncertainties related to our pharmacy operations and the pharmacy and pharmaceutical business in general; physician interest in and market acceptance of our current and any future formulations and compounding pharmacies generally; our limited operating history; and the other risks and uncertainties described under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K and any other reports we file with the SEC. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we undertake no obligation to revise or publicly update any forward-looking statement for any reason.

~~Company Overview~~The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

~~Our business during 2018, which has continued into 2019 is focused~~Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the ~~area~~state of ~~software~~Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and ~~solutions, predominantly in the healthcare sector, generally described as the healthcare information and technology (HCIT) market. We announced plans for~~acquired Newco4pharmacy, LLC, a portfolio of health care technology companies focused on, but not limited to the following areas: population health management, POS/Data gathering solutions, electronic health records optimization, healthcare IT solutions, technology and artificial intelligence to improve outcomes, HIPAA security and augmentation using virtual care. We are developing, anddevelopment stage company seeking to acquire ~~integrate and deploy scalable technology solutions that reduce cost, improve care and increase efficiency. Our core product,~~compounding pharmacy businesses. As a ~~personal healthcare records application called SimpleHIPAA and SimpleHIPAA for Vets and Pets is in final testing with~~part of such restructuring, we completed a “spin out” transaction of our ~~initial client.~~former business. On April 24, 2020, we changed our name to Mitesco, Inc.

~~While this focus continues,~~During 2020, our operations have focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology. In March of 2020, we ~~are also evaluating other applications, generally, but not exclusively~~formed The Good Clinic LLC, a Colorado limited liability company for our clinic business. We entered into an agreement with four senior executives from Minute Clinic James Woodburn, Kevin Lee Smith, Michael Howe and Rebecca Hafner-Fogarty ( the “Sellers”) with the skills and know-how to assist the Company in the ~~healthcare area.~~establishment of a series of clinics utilizing nurse practitioners and telemedicine technology in States where full practice authority for nurse practitioners is supported. We ~~believe that new technologies such~~issued 4,800 shares of our Series A Preferred Stock to these individuals as ~~voice recognition, virtual reality and robotics will all provide excellent vehicles to update traditional information management systems and will find quick acceptance in~~compensation. We valued the ~~healthcare field as well as other large and more traditional markets. We believe~~4,800 shares of the ~~need for compliance in other industries, similar to the need in healthcare for HIPAA and data security represents opportunity for growth over and above our healthcare efforts.~~Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant.

~~Within the healthcare arena one~~At September 30, 2020 and November 2, 2020, we had cash on hand for our operations of ~~the most active areas involves software that provides “interoperability”, the interfacing of systems~~$101,660 and ~~data so that information may be shared effectively.~~$104,725. We ~~believe there~~ will ~~be many opportunities in this application area, as older systems are integrated with newer, or more specialized systems, but we have not taken any actions in pursuit of these opportunities~~seek to fund our operations by offering debt and no guarantee can be made if we enter this space, that we will be successful. These same needs exist in other market areas and we may consider applications for these markets as well as our healthcare efforts.equity securities.

All of our future plans are contingent on recruiting sufficient capital to provide for both our public company overhead, and to fund the acquisitions and growth needs of the target acquisitions. If we are unsuccessful in our funding efforts, the plans may stall, and even the limited overhead of the Company may require reductions.

Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

For the ~~nine~~three months ended September 30, ~~2019,~~2020, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019.

See Note 2 to our condensed consolidated financial statements included in this Quarterly Report.

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period or any future period. Our software, systems and consulting operations activities have become our primary focus, along with engagement with our new and potential user base. This change in our operations will have and is expected to continue to have a significant impact on our financial results.

In this discussion of our results of operations and financial condition, amounts, other than per-share amounts, have been rounded to the nearest thousand dollars.

Our total operating expenses for the three months ended September 30, 2020 were $608,000. For the comparable period in 2019, the operating expenses were $433,000. Operating expenses for the three months ended September 30, 2020 were composed primarily of $183,000 in payroll and payroll taxes, including $99,000 in non-cash compensation; $139,000 in legal and professional fees; $123,000 in consulting fees, $40,000 in board of director fees; $81,000 in marketing and public relations; 31,000 in office and facilities costs; and $10,000 in insurance costs. Operating expenses for the three months ended September 30, 2019 were comprised primarily of $237,000 in payroll, including $112,000 in non-cash compensation; $135,000 in consulting fees, $30,000 in legal and ~~2018~~professional fees; $7,000 in office and facilities costs; $5,000 in marketing and public relations; $17,000 in travel; and $2,000 of insurance costs.

Interest expense was $537,000 for the three months ended September 30, 2020, compared to $832,000 for the three months ended September 30, 2019. Interest expense for the three months ended September 30, 2020 consisted of $36,000 accrued on notes payable; $1,000 of interest on a credit card; $399,000 amortization of the discount on convertible notes payable; and $83,000 of excess value of derivative, and $18,000 of financing costs. Interest expense for the three months ended September 30, 2019 consisted of $344,000 in amortization of the discount on convertible debt; $460,000 of excess value of derivative; $22,000 of accrued interest; $4,000 of accrued interest to related parties, and $2,000 of interest imputed on related party debt.

During the three months ended September 30, 2020, we recorded a gain on settlement of accounts payable in the amount of $49,000, compared to $50,000 in the prior period.

During the three months ended September 30, 2020, we recorded a gain on revaluation of derivative liabilities in the amount of $52,000, compared to a loss on revaluation of derivative liabilities of $69,000 in the prior period.

During the three months ended September 30, 2020, we did not recognize any gains or losses on the conversion of notes payable, compared to a loss on conversion of notes payable of $3,000 in the prior period.

During the three months ended September 30, 2020, we recognized a gain on the conversion of accrued salary in the amount of $7,000; there was no comparable transaction in the prior period.

For the three months ended September 30, 2020, the Company had a net loss of $1,037,000, or a net loss per share, basic and diluted of ($0.01), compared to a net loss of $1,288,000, or a net loss per share, basic and diluted of ($0.03), for the three months ended September 30, 2019.

Our total operating expenses for the ~~three~~nine months ~~period~~ ended September 30, ~~2019~~2020 were ~~$433,322.~~$1,730,000. For the comparable period in ~~2018,~~2019, the operating ~~expense was $565,259.~~expenses were $881,000. Operating expenses ~~were comprised primarily of $234,741 in compensation (including $111,985 in non-cash compensation), and $138,250 in consulting fees.~~

~~There was $832,417 of interest expense~~ for the ~~three~~nine months ended September 30, ~~2019, compared to $22,739 for the comparable period~~2020 were composed primarily of ~~2018. Interest expense consisted~~$648,000 in payroll and payroll taxes, including $259,000 in non-cash compensation; $373,000 in legal and professional fees; $309,000 in consulting fees, $85,000 in board of ~~$460,375 of derivatives~~director and advisory board fees; $218,000 in ~~excess of the discount on convertible debt, $344,326~~marketing and public relations; $42,000 in ~~amortization of the discount on convertible debt; $21,746 of accrued interest; $3,720 of accrued interest to related parties,~~insurance costs; $40,000 in office and ~~$2,250 of interest imputed on related party debt.~~facilities costs; and $15,000 in travel costs.

The Company had a gain on conversion of accounts payable to common stock in the amount of $3,240 during the three months ended September 30, 2018; there was no comparable transaction during the current period; there was also a loss on conversion of notes payable to common stock in the amount of $2,799 during the three months ended September 30, 2019; there was no such comparable transaction during the prior period.

The Company had a gain on settlement of accounts payable of $50,366 during the three months ended September 30, 2019; there was no comparable transaction during the three months ended September 30, 2018.

The Company recognized a loss on the revaluation of derivative liabilities in the amount of $69,611 during the three months ended September 30, 2019; there was no comparable transaction during the prior period.

For the reasons above, the Company had a loss in the amount of $1,287,783 during the three months ended September 30, 2019, compared to a loss in the amount of $584,758 during the three months ended September 30, 2018.

~~For the~~ ~~Nine~~ ~~Months ended~~ ~~September~~ ~~30, 2019 and 2018~~

Our total operating expenses for the nine months period ended September 30, 2019 ~~were $880,823. For the comparable period in 2018, the operating expenses were $894,564. Operating expenses were~~ comprised primarily of compensation expense of ~~$351,952 (including~~$365,000 in payroll and payroll taxes, including $155,000 of non-cash ~~compensation of $154,558, $219,108 in~~compensation; consulting fees ~~financial services,~~of $281,000, legal and ~~audit~~professional fees of ~~$141,492,~~$114,000, travel of ~~$42,623,~~$54,000, insurance costs of $28,000; marketing and ~~insurance~~public relations of ~~$28,545.~~$24,000, and office and facilities costs of $15,000.

Grant income was $3,000 for the nine months ended September 30, 2020; there was no comparable transaction during the prior period.

~~There~~Interest expense was ~~$1,157,318~~$1,124,000 for the nine months ended September 30, 2020, compared to $1,157,000 for the nine months ended September 30, 2019. Interest expense consisted of $102,000 accrued on notes payable; $3,000 of interest on a credit card; $781,000 amortization of the discount on convertible notes payable; and $130,000 of excess value of derivative, and $18,000 in financing costs. We also recognized $90,000 of interest expense in connection with a prepayment penalty on a note payable. Interest expense for the nine months ended September 30, 2019 ~~compared to $39,405 for the comparable period of 2018. Interest expense~~ consisted of ~~$460,375~~$604,000 of ~~derivatives in excess~~amortization of the discount on convertible debt, ~~$603,861 in amortization~~$460,000 of ~~the discount on convertible debt; $59,221~~excess value of ~~accrued interest; $16,072 of prepayment penalties associated with convertible notes payable; $11,039~~derivative, $56,000 of accrued interest, ~~to related parties, and $6,750~~$3,000 of credit card interest; $7,000 of interest imputed on related party debt, $16,000 of prepayment penalties on notes payable, and $11,000 of interest accrued on related party debt.

~~The Company had a loss on conversion of accounts payable of $0 during~~During the nine months ended September 30, ~~2019, compared to a loss on conversion of accounts payable of $32,860 during the comparable period of 2018.~~

~~The Company had~~2020, we recorded a gain on settlement of accounts payable in the amount of ~~$50,366 during~~$398,000, compared to a gain on settlement of accounts payable in the amount of $50,000 in the prior period.

During the nine months ended September 30, ~~2019; there was no comparable transaction during the three months ended September 30, 2018.~~

~~The Company recognized~~2020, we recorded a ~~loss~~gain on ~~the~~ revaluation of derivative liabilities in the amount of ~~$69,611 during~~$498,000, compared to a loss on revaluation of derivative liabilities in the amount of $70,000 in the prior period.

During the nine months ended September 30, ~~2019; there was no comparable transaction during~~2020, we did not recognize any gains or losses on legal settlements, compared to a loss on legal settlement of $27,000 in the prior period.

~~The Company had a loss on legal settlement in the amount of $26,924 during~~During the nine months ended September 30, ~~2019; there was~~2020, we did not recognize any gains or losses on ~~such transaction during~~ the ~~comparable period of 2018.~~

~~The Company had a loss on~~ conversion of notes payable, ~~$161,458 during the nine months ended September 30, 2019,~~ compared to a loss on conversion of notes payable of ~~$0 during~~$161,000 in the ~~comparable period of 2018.~~ prior period.

~~For the reasons above, the Company had a loss in the amount of $2,245,768 during~~During the nine months ended September 30, ~~2019, compared to~~2020, we recognized a ~~loss~~gain on settlement of warrants in the amount of ~~$966,829 during~~$235,000; there were no comparable transactions in the prior period.

During the three months ended September 30, 2020, we recognized a gain on the conversion of accrued salary in the amount of $7,000; there was no comparable transaction in the prior period.

For the nine months ended September 30, ~~2018.~~2020, the Company had a net loss of $1,948,000, or a net loss per share, basic and diluted of ($0.02) compared to a net loss of $2,246,000, or a net loss per share, basic and diluted of ($0.06), for the nine months ended September 30, 2019.

We have financed our operations through the sale of convertible debt and equity securities. As of September 30, ~~2019,~~2020, we had a working capital deficit of ~~$2,617,881. Our~~$2,615,000.

During the nine months ending September 30, 2020, the Company had net cash used in operating activities of $1,192,000. This consisted of Company’s net loss of $1,948,000, offset by depreciation expense of $1,000, derivative expense of $126,000, amortization of discount on notes payable of $786,000, amortization of loan fees in the amount of $18,000, and non-cash compensation in the amount of $259,000; and increased by a gain on settlement of accounts payable of $399,000, gain on revaluation of derivative liabilities of $498,000, and gain on conversion of accrued salary of $7,000. The Company’s cash position was also increased by a net change in the components of working capital ~~deficit is attributable to~~in the ~~fact that we have been implementing~~amount of $470,000. The Company had cash provided by financing activities in the ~~Company’s business plan~~amount of ~~development~~$1,192,000, consisting of ~~software, and acquisition~~proceeds from notes payable in the amount of ~~various software and systems businesses.~~$1,381,000, offset by principal payments on notes payable in the amount of $171,000.

During the nine months ending September 30, 2019, the Company had net cash used in operating activities of ~~$418,275.~~$418,000. This consisted of Company’s net loss of ~~$2,245,768 plus the non-cash gain on settlement of accounts payable in the amount of $50,366,~~$2,246,000, offset by a loss on conversion of notes payable of ~~$161,458,~~$161,000, loss on legal settlement of ~~$26,924,~~$27,000, imputed interest expense of ~~$6,750,~~$7,000, amortization of the discount on notes payable of ~~$603,861, derivative expense of $460,375,~~$604,000, stock-based compensation in the amount of ~~$154,558,~~$155,000, derivative expense of $460,000, and loss on revaluation of derivative liabilities in the amount of $70,000, offset by a gain on settlement of accounts payable of $50,000. The Company’s cash position was also increased by the net change in the components of working capital in the net amount of ~~$394,322.~~$394,000. The Company had cash provided by financing activities in the amount of ~~$417,822~~$418,000 which consisted of the proceeds of notes payable in the amount of ~~$428,058,~~$428,000, less principal payments in the amount of ~~$10,236. There was no cash provided by investing activities during the nine months ended September 30, 2019.~~ $10,000.

The following securities are currently in default: the Company’s Series C Debenture, in the principal and accrued interest amounts of ~~$110,833~~$111,000 and ~~$54,915,~~$66,000, respectively; and the November 2014 Convertible Debenture (Series D), in the principal and accrued interest amounts of ~~$11,333~~$11,000 and ~~$6,683,~~$8,000, respectively.

~~Plan of Operations~~There were no investing activities during the nine months ended September 30, 2020 or 2019.

~~Our business during 2018, which has continued into 2019 is focused~~On May 4, 2020, the Company received a loan in the ~~area~~amount of ~~software and solutions, predominantly~~$460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to June 30, 2020, the Company determined that errors had been made in the ~~healthcare sector, generally described~~application submitted to obtain this loan. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan; the Company never applied for and never received an Economic Injury Disaster Loan. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently attempting to negotiate repayment of the loan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

Based on our current assessment, we do not expect any material impact on our long-term liquidity due to the COVID-19 pandemic. However, we will continue to assess the effect of the pandemic on our operations. The extent to which the COVID-19 pandemic will impact our business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ~~healthcare information~~ultimate geographic spread of the disease, the duration of the outbreak, the duration and ~~technology (HCIT) market. We announced plans for~~effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a ~~portfolio~~widespread pandemic could result in significant disruption of ~~health care technology companies focused~~global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.

The factors discussed above raise substantial doubt regarding our ability to continue as a going concern. Our condensed consolidated financial statements have been prepared on ~~but~~a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. Our financial statements do not ~~limited~~include any adjustments to the ~~following areas: population health management, POS/Data gathering solutions, electronic health records optimization, healthcare IT solutions, technology~~recoverability and ~~artificial intelligence~~classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to improve outcomes, HIPAA security and augmentation using virtual care. We are developing, and seeking to acquire, integrate and deploy scalable technology solutions that reduce cost, improve care and increase efficiency. Our core product,continue as a ~~personal healthcare records application called SimpleHIPAA and SimpleHIPAA for Vets and Pets, is in final testing with our initial client.~~

On May 22, 2019, the Company’s Board of Directors appointed Mr. Douglas Cole as a member of the Board, effective immediately. Mr. Cole (Doug), age 63, has served as the Chairman and CEO of American Battery Metals Corporation since August 2017. Doug has been a Partner with Objective Equity LLC since 2005, a boutique investment bank focused on the high technology, data analytics and the mining sector. Doug serves on the Board of Directors of eWellness Healthcare Corporation (OTC: EWLL). Since 1977 Mr. Cole has held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer and President of multiple public corporations. Currently, Doug sits on the Board of "People in Motion," a global data analytics company. He also sits on the Board of "Voise," an AI company specializing in linguistics. From 2000 to September 2005, he was the Director of Lair of the Bear, The University of California Alumni Family Camp located in Pinecrest, California. During the period between 1991 and 1996 he was the CEO of HealthSoft and he founded and operated Great Bear Technology, a global media company, which acquired Sony Image Soft and Starpress, then went public and eventually sold to Graphix Zone. In 1995, Doug was honored by NEA, a leading venture capital firm, as CEO of the year. In 1997 Doug became CEO of NetAmerica until merging in 1999. Since 1982 he has been very active with the University of California, Berkeley, mentoring early-stage technology companies.

On October ~~3, 2019 the Company announces the appointment of Ms. Julie R. Smith as~~19, 2020, we signed a member of its Board of Directors and President & COO. Ms. Smith, age 54, is an experienced Senior Executive and Board Member who has held multiple leadership positions for both public and private entities. Most recently she was President and CEO at HOMEWATCH CARE GIVERS, LLC (www.homewatchcaregivers.com), a $150 million per year franchise network operating in 7 countries which provides services within the healthcare continuum. Prior to that she held senior positions in the educational arenalease with stints at Lincoln Education Services (www.lincolnedu.com) and The Princeton Review (www.princetonreview.com). Julie attained her MBA in International Management from the Thunderbird School of Global Management and a BA in Business from the University of Denver, Daniels College of Business. She resides in Denver, Colorado and will operate from the Company’s new Denver office and will be focused on the acquisition and integration of new operations. Ms. Smith will receive a salary of $250,000 per annum for services as President, and $5,000 per month for services as a board member. Ms. Smith . will also receive, subject to vesting provisions, an initial grant of 1,000,000 shares of the Company’s restricted common stock for services as a member of the Board of Directors, and an additional 1,000,000 shares for services as an officer of the Company. NOTE: Since Ms. Smith has moved into her officer role, the Board stipend has been discontinued in favor of her compensation as an officer.

On October 7, 2019 the Company announces the appointment of Mr. Lawrence Diamond to its Board of Directors, and as CEO to its senior management team. Mr. Diamond, age 56, was most recently CEO of Intelligere Inc., a supplier of interpretation and translation for 73 languages to health care providers. Prior to that role he was COO of PointRight, Inc., a leading healthcare analytics firm specializing in long-term and post-acute care using predictive analytics for skilled nursing, home health, Medicare & Medicaid payers, hospitals, and ACOs. While VP of Insignia Health he grew their business internationally and domestically providing population health engagement via their validated program (Patient Activation Measure, PAM) and SaaS-based population health-coaching. He led strategic planning and sales at American Telecare, an innovator of telemedicine enabled clinical services and medical devices that improve cost and quality. He was VP at Ubiquio Corporation, Inc., an innovator in mobile technology and services which was acquired by Mobile Planet, after an eight year stint at UnitedHealth Group, where he was Vice President driving their Medicare Advantage, pharmacy products, health plan operations, and M&A. He began his career at Merrill Lynch in private client banking. He earned his M.B.A. at the University of Minnesota, and his B.S., Business Administration, at the University of Richmond. Mr. Diamond will receive a salary of $250,000 per annum for services as Chief Executive Officer, and $5,000 per month for services as a board member. Mr. Diamond will also receive, subject to vesting provisions, an initial grant of 1,000,000 shares of the Company’s restricted stock for services as a member of the Board of Directors, and an additional 1,000,000 shares for services as an officer of the Company. NOTE: Since Mr. Diamond has moved into his officer role, the Board stipend has been discontinued in favor of his compensation as an officer.

~~Effective October 8, 2019 Mr. Jim Crone has resigned all positions with the Company in order to pursue other opportunities. There were no disagreements with Mr. Crone.~~

The Company has since 2017 developed plans for software, systems and consulting aimed at business development in the healthcare field. It has also invested significant time and effort in evaluating the use of telemedicine and kiosksLennar Corp. for the ~~delivery~~location of ~~health services into rural and other underserved markets. Lastly, it has individuals working full time on~~our first The Good Clinic which is expected to open the ~~design of telemedicine applications, with initial introduction into the veterinary markets, and into the human markets using the same software currently scheduled for Q4 of 2019. During~~clinic in the first quarter of ~~2019~~2021 in Minneapolis, MN.

In January 2020, the Company incorporated Mitesco N.A., LLC, for its planned North American operations and Acelerar Healthcare Holdings, LTD., for its planned European operations.

In August of 2020, we ~~expanded~~engaged a Placement Agent to raise on a best efforts basis up to $25 million from the sale of our ~~potential markets~~securities (the “Offering”). We agreed to ~~include anywhere~~pay the ~~ability~~Placement Agent a fee of $5,000, commissions equal to ~~provide regulatory compliance is a valuable feature~~7% of the ~~software solution, not unlike the needs in healthcare for HIPAA compliance and data security.~~

While it is busy on internal operations, it still reviews various acquisition opportunities and intends to target businesses who have a) strong regulatory compliance history, b) a record of profitable operations, c) potential developers of technology or consulting, or d) where the combination of technology and operations, facilitates cross selling of a growing line of products or expedited implementation.

On June 13, 2019, the Company executed a Non-Binding Letter of Intent (“EPOS LOI”) for the potential acquisition of Power EPOS Limited, a U.K. based provider of certain software and systems to the hospitality industry (doing business as PowerEPOS) (“EPOS”). Under the termsaggregate proceeds of the ~~EPOS LOI, the Company shall, at its option,~~Offering, a 3% non-accountable expense allowance and warrants (“Warrants”) to purchase ~~all~~for an aggregate consideration of ~~the issued~~$1.00, such amount of Common Stock and ~~outstanding shareholder interests of EPOS, or its assets, in exchange for a combination of (i) shares of a newly issued non-convertible~~ Series A Preferred ~~(the “Series A”), which will be redeemable in 36 months and pay interest at a rate of ten percent (10%) per annum; and (ii) Common~~ Stock equal to ~~twenty percent (20%)~~3% of the ~~outstanding~~aggregate number of shares, ~~of Common Stock of~~respectively, sold in the Company, subsequent to closing (the “EPOS Acquisition”). The Company has begun a review of accounting and is preparing for an audit as a part of its due diligence process. There is no assurance that the EPOS Acquisition will be effectuated.Offering.

As of the end of the period covered by this report (the "Evaluation Date"), we carried out an evaluation regarding the ~~nine~~three months ended September 30, ~~2019,~~2020, under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer who is also serving as our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon this evaluation, our management concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that (i) information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms, and ~~that our disclosure controls and procedures are designed to ensure that~~(ii) information required to be disclosed by the Company in the reports that ~~we file~~it files or ~~submit~~submits under the Exchange Act is accumulated and communicated to ~~our~~the Company’s management, including ~~our Chief Executive Officer~~its principal executive and ~~Chief Financial Officer,~~principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management believes the Company's disclosure controls and procedures are not effective because of the small size of the Company's accounting staff which may prevent adequate controls, such as segregation of duties, which is due to the cost/benefit associated with such remediation. To address the material weaknesses, the Company performed additional analysis and other procedures in an effort to ensure our condensed consolidated financial statements included in this Quarterly Report have been prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. As of the Evaluation Date, no changes in the Company’s internal control over financial reporting occurred that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the ~~nine~~three months ended September 30, ~~2019,~~2020, there were no changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.~~

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damagesOn May 4, 2020, we received a loan in the amount of ~~$177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest~~$460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to June 30, 2020, we determined that errors had been made in the ~~amount~~application submitted to obtain the loan. On July 21, 2020, Bank of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred byAmerica notified the Company in ~~bringing its claims against NCSE.~~writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which we did receive. Bank of America has requested that we remit such funds back to Bank of America. We are presently attempting to negotiate repayment of the loan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing and has recorded the obligation at $75,000.

On April 5, 2017, NCSE filed a petition to domesticate a foreign judgment in the Superior Court of Fulton County, Georgia, Civil Action File No. 2017CV288416. NCSE is now pursuing post-judgment discovery.

This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828. The Company believes it has strong defenses against any such action and anticipates a settlement upon completion of certain funding activities. The Company has recorded a liability in the amount of $241,828 on its balance sheet at December 31, 2018. The Company has negotiated a settlement to this claim subject to funding.

A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the Company. On October 18, 2018, the Superior Court of Fulton County, State of George issued an Order & Final Judgment against the Company in the amount of $44,365 plus an additional $11,001 of accrued interest. The Company has accrued the amount of $55,366 in connection with this claim. This claim was settled for a one-time payment of $5,000 made by a shareholder for the benefit of the Company on July 2, 2019, and the Company recorded a gain on settlement in the amount of $50,366.

~~We believe there are no changes that constitute material changes from~~In addition to the risk factors ~~previously disclosed~~set forth in this report on Form 10-Q Part I- Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019 (the “10-K”), investors should consider the following risk factors:

The world economy is facing significant uncertainties as a result of the worldwide COVID-19 crisis. While we are a small company and have a limited workforce, it is likely we will face increased risk in the case that our financing needs are delayed; our future acquisition targets face liquidity issues; or if our professional relationships are challenged from limited staff availability or access. We cannot predict with any certainty whether and to what degree the disruption caused by the COVID-19 pandemic and reactions thereto will continue and expect to face difficulty in developing our business and building our planned clinics. It is not possible for us to accurately predict the duration or magnitude of the adverse results of the outbreak and its effects on our business, results of operations or financial condition at this time, but such effects may be material. The COVID-19 pandemic may also have the effect of heightening many of the other risks identified elsewhere in this section.

We are in the early stages of our present business plan and have a limited or no historical performance for you to base an investment decision upon, and we may never become profitable.

We have only a limited history and a new business plan upon which an evaluation of our prospects and future performance can be made. Our planned operations are subject to all business risks associated with new companies. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the establishment of a new business, operation in a competitive industry. There is a possibility that we could sustain losses in the future. There can be no assurances that we will ever operate profitably.

There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations.

We have a long history of losses and incurred net losses of $1.9 million, $3,885,662 and $1,415,153 for the 9 months ended September 30, 2020 and years ended December 31, 2019 and 2018, respectively. We have nominal revenues from our operations. The Report of our Independent Registered Public Accounting Firm issued in connection with our audited financial statements for the calendar year ended December 31, 2019 expressed substantial doubt about our ability to continue as a going concern, due to the fact that we have recurring operating losses and our lack of liquidity and working capital. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. We have not generated revenues from our present business plan. If we generate revenue more slowly than we anticipate, or if our operating expenses are higher than we expect, we may not be able to pay our operating expenses or achieve profitability and our financial condition could suffer. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we will need to borrow additional funds or sell debt or equity securities, or some combination thereof, to obtain funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all.

We are dependent upon the sale of our securities to implement the initial stages of our business plan.

We have nominal revenues from operations. We require capital to implement and finance our plan of operations, which includes the establishment and operation of care clinics. We have no definitive agreements obligating any party to provide financing to us. If we receive only a fraction of the funding needed, or if certain assumptions of our management prove to be incorrect, we may have inadequate funds to fully implement our business and may need additional equity or debt financing or other capital investments to fully implement our business plans.

We need additional capital to fund our operations and cannot assure you that we will be able to obtain sufficient capital on reasonable terms or at all, and we may be forced to limit the scope of our operations.

We need additional capital to implement and fund our operations. We will require approximate net proceeds of $650,000 to open one clinic and an additional $200,000 to $250,000 to operate the clinic for a period of one year. If we are not able to obtain adequate financing on reasonable terms or if it is not available at all, we will be unable to open and acquire medical clinics and we would have to modify our business plans accordingly. The extent of our capital needs will depend on numerous factors, including (i) the availability and terms of any financing available to us; (ii) the opening of medical clinics by our competitors in the geographic areas where we plan to operate; (iii) the level of our investment in research and development; (iv) the amount of our capital expenditures, including acquisitions; and (v) regulations applicable to our operations. We cannot assure you that we will be able to obtain capital in the future to meet our needs. Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing stockholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our Common Stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

We do not have cash flow to support our future operations and capital requirements.

We have no cash flow from operations. Whether we can achieve cash flow to support our operations in the future cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow additional funds or sell debt or equity securities, or some combination thereof, to provide funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all. If adequate funds are not available when needed, our financial condition and operating results would be materially and adversely affected and we may not be able to operate our business without significant changes in our operations, or at all.

We have debt obligations in the amount of approximately $2.6 million as of September 30, 2020, including certain convertible notes that mature between October 2020 and February 2021 of approximate $900,000 face value. Further we may incur additional debt obligations in the future without notice to our shareholders or investors. A portion of our present and any future indebtedness will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair our operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of our other stockholders. A judgment creditor would have the right to foreclose on any of our assets which would have a material adverse effect on our business, operating results and financial condition.

We may incur additional debt in the future which may contain restrictive covenants and impair our operating flexibility.

If we incur additional indebtedness in the future, a portion of the cash flow we generate, if any, will be dedicated to the payment of principal and interest on outstanding indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair our operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of our stockholders. A judgment creditor would have the right to foreclose on our limited assets resulting in a material adverse effect on our business, operating results and financial condition.

We may become involved in legal proceedings that could have a material adverse impact on our business, results of operations and financial condition.

By operating in the health care industry, we will face an inherent business risk of exposure to personal injury claims. We plan to obtain liability insurance in the future; however, we do not have liability insurance coverage to protect us from such claims. A successful personally liability claim, or series of claims brought against us, in excess of our insurance coverage, would negatively impact our financial condition. From time to time and in the ordinary course of our business, we and certain of our subsidiaries may become involved in various legal proceedings and claims, including for example, employment disputes and litigation; client disputes and litigation alleging solution and implementation defects, personal injury, intellectual property infringement, violations of law and breaches of contract and warranties; and other third party disputes and litigation alleging personal injury, intellectual property infringement, violations of law, and breaches of contracts and warranties. All such legal proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming and disruptive to our operations and distracting to management. If resolved against us, such legal proceedings could result in excessive verdicts, injunctive relief or other equitable relief that may affect how we operate our business. Similarly, if we settle such legal proceedings, it may affect how we operate our business. Future court decisions, alternative dispute resolution awards, business expansion or legislative activity may increase our exposure to litigation and regulatory investigations. In some cases, substantial non-economic remedies or punitive damages may be sought. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular verdict, judgment or settlement that may be entered against us, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. If we incur liability that exceeds our insurance coverage or that is not within the scope of the coverage in legal proceedings brought against us, it could have a material adverse effect on our business, results of operations and financial condition.

We are in an intensely competitive industry and there is no assurance we will be able to complete with our competitors who have greater resources than us.

While the telehealth market is in an early stage of development, it is competitive and we expect it to attract increased competition, which could make it difficult for us to succeed. We also expect to face competition for our planned medical clinics using nurse practitioners. We currently face competition in the telehealth industry from a range of companies, including specialized software and solution providers that offer similar solutions, often at substantially lower prices, and that are continuing to develop additional products and becoming more sophisticated and effective. In addition, large, well-financed health systems have in some cases developed their own telehealth tools and may provide these solutions to their customers and patients at discounted prices. The surge in interest in telehealth, and in particular the relaxation of HIPAA privacy and security requirements, has also attracted new competition from providers who utilize consumer-grade video conferencing platforms such as Zoom and Twilio. Competition from large software companies or other specialized solution providers, communication tools and other parties could result in continued pricing pressures, which is likely to lead to price declines in certain product segments, which could negatively impact our sales, profitability and market share. The market for healthcare solutions including walk-in clinics and services is intensely competitive. We compete in a highly fragmented primary care market with direct and indirect competitors that offer varying levels of impact to key stakeholders such as patients and employers. Our competitive success is contingent on our ability to simultaneously address the needs of key stakeholders efficiently and with superior outcomes at scale compared with competitors. We compete with walk-in clinics, traditional healthcare providers and medical practices, technology platforms, care management and coordination, digital health, telehealth and telemedicine and health information exchange. Competition in our market involves rapidly changing technologies, evolving regulatory requirements and industry expectations, frequent new product and service introductions and changes in customer and patient requirements. If we are unable to keep pace with the evolving needs of patients and continue to develop and introduce new applications and services in a timely and efficient manner, demand for our solutions and services may be reduced and our business and results of operations would be harmed.

Because we are a new business, our competitors may have greater name recognition, longer operating histories and significantly greater resources than we do. Further, our current or potential competitors may be acquired by third parties with greater available resources. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer and patient requirements and may have the ability to initiate or withstand substantial price competition. In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with vendors of complementary services, technologies or services to increase the availability of their solutions in the marketplace. Accordingly, new competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources and larger sales forces than we have, which could put us at a competitive disadvantage.

Our competitors could also be better positioned to serve certain segments of the telehealth market and medical clinic markets, which could create additional price pressure. In addition, many healthcare provider organizations are consolidating to create integrated healthcare delivery systems with greater market power. As provider networks and managed care organizations consolidate, thus decreasing the number of market participants, competition to provide products and services like ours could become more intense, and the importance of establishing and maintaining relationships with key industry participants could increase. These industry participants may try to use their market power to negotiate price reductions for our products and services. In light of these factors, even if our solution is more effective than those of our competitors, current or potential clients may accept competitive solutions in lieu of purchasing our solution. If we are unable to successfully compete in the telehealth market, our business, financial condition and results of operations could be materially adversely affected.

Our business and future growth are highly dependent on completing our clinics and gaining patients in our target markets. However, the healthcare market is competitive, which could make it difficult for us to succeed. We will face competition in the healthcare industry for our solutions and services from a range of companies and providers, including traditional healthcare providers and medical practices that offer similar services. These competitors primarily include primary care providers who are employed by or affiliated with health networks. Our indirect competitors also include episodic consumer-driven point solutions such as telemedicine as well as urgent care providers. Generally, urgent care providers in the local communities we will serve provide services similar to those we intend to offer, and, our competitors (1) are more established than we are, (2) may offer a broader array of services or more desirable facilities to patients and providers than ours, and (3) may have larger or more specialized medical staffs to admit and refer patients, among other things. In the future, we expect to encounter increased competition from system-affiliated hospitals and healthcare companies, as well as health insurers and private equity companies seeking to acquire providers, in specific geographic markets. We also face competition from specialty hospitals (some of which are physician-owned), primary care providers and outpatient centers for market share in high margin services and for quality providers and personnel. Furthermore, some of the clinics and medical offices that compete with us may browned by government agencies or not-for-profit organizations supported by endowments and charitable contributions and can finance capital expenditures and operations on a tax-exempt basis. Competitors may also be better positioned to contract with leading health network partners in our target markets. If our competitors are better able to attract patients, contract with health network partners, recruit providers, expand services or obtain favorable managed care contracts at their facilities than we are, we may experience an overall decline in member volumes and net revenue. There is no assurance we will be able to successful compete in the markets in which we plan to operate which could cause you to lose your investment.

Our lack of registered trademarks and trade names could potentially harm our business.

We have applied for trademark protection of “The Good Clinic” name but such protection is pending and not yet granted. Trademarks and trade names distinguish the various companies from each other. If our potential future customers are unable to distinguish our future clinics and telehealth services from those of other companies, we could lose sales and distributors to our competitors. We do not have any registered trademarks and trade names, so we only have common law rights with respect to infractions or infringements on our products. Many subtleties exist in product descriptions, offering and names that can easily confuse distributors and customers. This presents a risk of losing potential customers looking for our products and buying someone else’s because they cannot differentiate between them.

The success of our planned business depends on our ability to develop, market and advertise our clinics and telehealth services.

We have not yet completed a clinic or developed our telemedicine services, and we may not be successful in doing so.Our ability to establish effective marketing and advertising campaigns for any clinics and telemarketing services we develop is important to our success. If we are unable to establish awareness of our brands and services, we may not be able to attract customers and generate revenue which could cause you to lose your investment in the Units.

The telehealth market is immature and volatile, and if it does not develop, if it develops more slowly than we expect, if it encounters negative publicity or if our services are not competitive, the growth of our business will be harmed.

We plan to enter the telehealth market and there is no assurance we will successfully do this. The telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. Our success will depend to a substantial extent on the willingness of patients to use, and to increase the frequency and extent of their utilization of, our services, as well as on our ability to demonstrate the value of telehealth to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. Negative publicity concerning us, or the telehealth market as a whole could limit market acceptance of our services. If our patients do not perceive the benefits of our services, or if our services are not competitive, then our business may not develop at all and we may not generate revenue, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of telehealth could limit market acceptance of our healthcare services. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.

Rapid technological change in our industry presents us with significant risks and challenges.

The telehealth market is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving industry standards. Our success will depend on our ability to enhance our solution with next-generation technologies and to develop or to acquire and market new services to access new consumer populations. There is no guarantee that we will possess the resources, either financial or personnel, for the research, design and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future software-based products and services becoming uncompetitive or obsolete.

Failure to attract and retain sufficient numbers of qualified personnel could also impede our future plans.

If we are unable to implement our plan of operations effectively, it will have a material adverse effect on our ability to generate revenue. The evolving nature of our business and rapid changes in the healthcare industry make it difficult to anticipate the nature and amount of medical reimbursements, third-party private payments, and participation in certain government programs and thus to reliably predict our operating results. Our strategy may incur significant costs, which could adversely affect our financial condition. Our plan to enter into strategic transactions involves significant costs, including financial advisory, legal and accounting fees, and may include additional costs for items such as fairness opinions and severance payments. We do not have revenue to pay these costs which could adversely affect our overall financial condition.

The telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. Our success will depend to a substantial extent on the willingness of our future clients’ members or patients to use, and to increase the frequency and extent of their utilization of, our services, as well as on our ability to demonstrate the value of telehealth to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. Negative publicity concerning our services, or the telehealth market as a whole could limit market acceptance of our services. If our future clients, or their members or patients, do not perceive the benefits of our services, or if our services are not competitive, then our market may not develop at all, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of telehealth could limit market acceptance of our healthcare services. If any of these events occurs, it could have a material adverse effect on our business, financial condition or results of operations.

Rapid technological change in our industry presents us with significant risks and challenges.

If we do not manage our strategy effectively, our revenue, business and operating results may be harmed.

We have not yet generated revenues from our present operations and may not do so for an indefinite period of time. Our strategy is to operate walk-in clinics, provide telemedicine and acquire complimentary business in the future. Acquisitions may require greater than anticipated investment of operational and financial resources. Acquisitions may also require the integration of different services, assimilation of new employees, diversion of management and IT resources, increases in administrative costs and other additional costs associated with any debt or equity financings undertaken in connection with such acquisitions. We cannot assure you that any acquisition we undertake will be successful. Future growth will also place additional demands on our resources and may require us to hire and train additional employees. We will need to expand and acquire systems and infrastructure to accommodate our planned operations. The failure to implement our plan of operations and manage any future growth effectively will materially and adversely affect our business.

If the statutes and regulations in our industry change, our business could be adversely affected.

The U.S. healthcare industry has undergone significant changes designed to improve patient safety, improve clinical outcomes, and increase access to medical care. These changes include enactments and repeals of various healthcare related laws and regulation. Our operations and economic viability may be adversely affected by the changes in such regulations, including: (i) federal and state fraud and abuse laws; (ii) federal and state anti-kickback statutes; (iii) federal and state false claims laws; (iv) federal and state self-referral laws; (v) state restrictions on fee splitting; (vi) laws regarding the privacy and confidentiality of patient information; and (vii) other laws and government regulations. If there are changes in laws, regulations, or administrative or judicial interpretations, we may have to change our future business practices, or our business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition, and results of operations.

The impact on our planned operations of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations.

The impact on us of healthcare reform legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations. Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending, reimbursement and policy. The healthcare industry is subject to changing political, regulatory and other influences. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “Affordable Care Act” or the “ACA”) in 2010 made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States. Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA as well as recent efforts by the Trump administration to repeal or replace certain aspects of the ACA. For example, the Tax Cuts and Jobs Act of 2017 was enacted, which includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate.” Since the enactment of the Tax Cuts and Jobs Act of 2017, there have been additional amendments to certain provisions of the ACA, and we expect the current Trump administration and Congress will likely continue to seek to modify all, or certain provisions of, the ACA. It is uncertain the extent to which any such changes may impact our business or financial condition. Congress may consider other legislation to repeal and replace elements of the ACA. In December 2019, a federal appeals court held that the individual mandate portion of the ACA was unconstitutional and left open the question whether the remaining provisions of the ACA would be valid without the individual mandate. On March 2, 2020, the Supreme Court agreed to hear the case during its term that begins in October 2020. We continue to evaluate the effect that the ACA and its possible modification or repeal and replacement has on our business. It is uncertain the extent to which any such changes may impact our business or financial condition.

Other legislative changes have been proposed and adopted since the ACA was enacted. These changes include aggregate reductions to Medicare payments to providers of up to 2% per fiscal year pursuant to the Budget Control Act of 2011 and subsequent laws, which began in 2013 and will remain in effect through 2029 unless additional Congressional action is taken. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. New laws may result in additional reductions in Medicare and other healthcare funding, which may materially adversely affect customer demand and affordability for our products and services and, accordingly, the results of our financial operations. Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015 (MACRA) which first affected physician payment in 2019. At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement. Such changes in the regulatory environment may also result in changes to our payer mix that may affect our operations and revenue. In addition, certain provisions of the ACA authorize voluntary demonstration projects, which include the development of bundling payments for acute, inpatient hospital services, physician services and post-acute services for episodes of hospital care. Further, the ACA may adversely affect payers by increasing medical costs generally, which could have an effect on the industry and potentially impact our business and revenue as payers seek to offset these increases by reducing costs in other areas. Certain of these provisions are still being implemented and the full impact of these changes on us cannot be determined at this time.

Uncertainty regarding future amendments to the ACA as well as new legislative proposals to reform healthcare and government insurance programs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other third party payers will pay for healthcare products and services, which could adversely affect our business, financial condition and results of operations.

The federal Anti-Kickback Statute is a provision of the Social Security Act of 1972 that prohibits as a felony offense the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (1) the referral of a patient for items or services for which payment may be made in whole or part under Medicare, Medicaid, or other federal healthcare programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid, or other federal healthcare programs or (3) the purchase, lease, or order or arranging or recommending the purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other federal healthcare programs. The Patient Protection and Affordable Care Act (“ACA”) amended section 1128B of the Social Security Act to make it clear that a person need not have actual knowledge of the statute, or specific intent to violate the statute, as a predicate for a violation. The OIG, which has the authority to impose administrative sanctions for violation of the statute, has adopted as its standard for review a judicial interpretation which concludes that the statute prohibits any arrangement where even one purpose of the remuneration is to induce or reward referrals. A violation of the Anti-Kickback Statute is a felony punishable by imprisonment, criminal fines of up to $25,000, civil fines of up to $50,000 per violation, and three times the amount of the unlawful remuneration. A violation also can result in exclusion from Medicare, Medicaid or other federal healthcare programs. In addition, pursuant to the changes of the ACA, a claim that includes items or services resulting from a violation of the Anti-Kickback Statute is a false claim for purposes of the False Claims Act.

We cannot assure that the applicable regulatory authorities will not determine that some of our arrangements with physicians violate the federal Anti-Kickback Statute or other applicable laws. An adverse determination could subject us to different liabilities, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other health care programs, any of which could have a material adverse effect on our business, financial condition or results of operations.

The federal Stark Law, 42 U.S.C. 1395nn, also known as the physician self-referral law, generally prohibits a provider from referring Medicare and Medicaid patients to an entity (including hospitals) providing ‘‘designated health services,’’ if the physician or a member of the physician’s immediate family has a ‘‘financial relationship’’ with the entity, unless a specific exception applies. Designated health services include, among other services, inpatient hospital services, outpatient prescription drug services, clinical laboratory services, certain imaging services (e.g., MRI, CT, ultrasound), and other services that our affiliated physicians may order for their patients. The prohibition applies regardless of the reasons for the financial relationship and the referral; and therefore, unlike the federal Anti-Kickback Statute, intent to violate the law is not required. Like the Anti-Kickback Statute, the Stark Law contains statutory and regulatory exceptions intended to protect certain types of transactions and arrangements. Unlike safe harbors under the Anti-Kickback Statute with which compliance is voluntary, an arrangement must comply with every requirement of a Stark Law exception or the arrangement is in violation of the Stark Law.

Because the Stark Law and implementing regulations continue to evolve and are detailed and complex, while we attempt to structure our relationships to meet an exception to the Stark Law, there can be no assurance that the arrangements entered into by us with affiliated physicians and facilities will be found to be in compliance with the Stark Law, as it ultimately may be implemented or interpreted. The penalties for violating the Stark Law can include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services, and civil penalties of up to $15,000 for each violation, double damages, and possible exclusion from future participation in the governmental healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $100,000 for each applicable arrangement or scheme.

Some states have enacted statutes and regulations against self-referral arrangements similar to the federal Stark Law, but which may be applicable to the referral of patients regardless of their payor source and which may apply to different types of services. These state laws may contain statutory and regulatory exceptions that are different from those of the federal law and that may vary from state to state. An adverse determination under these state laws and/or the federal Stark Law could subject us to different liabilities, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other health care programs, any of which could have a material adverse effect on our business, financial condition or results of operations.

The privacy regulations Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended, contain detailed requirements concerning the use and disclosure of individually identifiable patient health information (“PHI”) by various healthcare providers, such as medical groups. HIPAA covered entities must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted. HIPAA also implemented standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including billing and claim collection activities. Violations of the HIPAA privacy and security rules may result in civil and criminal penalties, including a tiered system of civil money penalties that range from $100 to $50,000 per violation, with a cap of $1.5 million per year for identical violations. A HIPAA covered entity must also promptly notify affected individuals where a breach affects more than 500 individuals and report breaches affecting fewer than 500 individuals annually. State attorneys general may bring civil actions on behalf of state residents for violations of the HIPAA privacy and security rules, obtain damages on behalf of state residents, and enjoin further violations.

Many states also have laws that protect the privacy and security of confidential, personal information, which may be similar to or even more stringent than HIPAA. Some of these state laws may impose fines and penalties on violators and may afford private rights of action to individuals who believe their personal information has been misused. We expect increased federal and state privacy and security enforcement efforts.

A cyber security incident could cause a violation of HIPAA, breach of customer and patient privacy, or other negative impacts.

We will rely extensively on our information technology (or IT) systems to manage scheduling and financial data, communicate with our future customers and their patients, vendors, and other third parties, and summarize and analyze operating results. In addition, we have made significant investments in technology, including the engagement of a third-party IT provider. A cyber-attack that bypasses our IT security systems could cause an IT security breach, a loss of protected health information, or other data subject to privacy laws, a loss of proprietary business information, or a material disruption of our IT business systems. This in turn could have a material adverse impact on our business and result of operations. In addition, our future results of operations, as well as our reputation, could be adversely impacted by theft, destruction, loss, or misappropriation of public health information, other confidential data, or proprietary business information.

Computer malware, viruses, and hacking and phishing attacks by third parties have become more prevalent in our industry, have occurred on our systems in the past, and may occur on our systems in the future. Because techniques used to obtain unauthorized access to or sabotage systems change frequently and generally are not recognized until successfully launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As cyber-security threats develop and grow, it may be necessary to make significant further investments to protect data and infrastructure. If an actual or perceived breach of our security occurs, (i) we could suffer severe reputational damage adversely affecting customer or investor confidence, (ii) the market perception of the effectiveness of our security measures could be harmed, (iii) we could lose potential sales, our ability to deliver our services or operate our business may be impaired, (iv) we may be subject to litigation or regulatory investigations or orders, and (v) we may incur significant liabilities. Our insurance coverage may not be adequate to cover the potentially significant losses that may result from security breaches. We are currently reviewing our needs for cybersecurity policy as we continue our research and development on L-CYTE-01 and medical services for COPD patients.

We must comply with Environmental and Occupational Safety and Health Administration Regulations.

We are subject to federal, state and local regulations governing the storage, use and disposal of waste materials and products. Although we believe that our safety procedures for storing, handling and disposing of these materials and products comply with the standards prescribed by law and regulation, we cannot eliminate the risk of accidental contamination or injury from those hazardous materials. In the event of an accident, we could be held liable for any damages that result and any liability could exceed the limits or fall outside the coverage of our insurance coverage, which we may not be able to maintain on acceptable terms, or at all. We could incur significant costs and attention of our management could be diverted to comply with current or future environmental laws and regulations. Federal regulations promulgated by the Occupational Safety and Health Administration impose additional requirements on us, including those protecting employees from exposure to elements such as blood-borne pathogens. We cannot predict the frequency of compliance, monitoring, or enforcement actions to which we may be subject as those regulations are being implemented, which could adversely affect our operations.

We are subject to other federal and state healthcare laws that could have a material adverse effect on our business, financial condition or results of operations. The Health Care Fraud Statute prohibits any person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, which can be either a government or private payor plan. Violation of this statute, even in the absence of actual knowledge of or specific intent to violate the statute, may be charged as a felony offense and may result in fines, imprisonment, or both. The Health Care False Statement Statute prohibits, in any matter involving a federal health care program, anyone from knowingly and willfully falsifying, concealing or covering up, by any trick, scheme or device, a material fact, or making any materially false, fictitious or fraudulent statement or representation, or making or using any materially false writing or document knowing that it contains a materially false or fraudulent statement. A violation of this statute may be charged as a felony offense and may result in fines, imprisonment or both. Under the Civil Monetary Penalties Law of the Social Security Act, a person (including an organization) is prohibited from knowingly presenting or causing to be presented to any United States officer, employee, agent, or department, or any state agency, a claim for payment for medical or other items or services where the person knows or should know (a) the items or services were not provided as described in the coding of the claim, (b) the claim is a false or fraudulent claim, (c) the claim is for a service furnished by an unlicensed physician, (d) the claim is for medical or other items or service furnished by a person or an entity that is in a period of exclusion from the program, or (e) the items or services are medically unnecessary items or services. Violations of the law may result in penalties of up to $10,000 per claim, treble damages, and exclusion from federal healthcare programs.

In addition, the office of inspector general (“OIG”) may impose civil monetary penalties against any physician who knowingly accepts payment from a hospital (as well as against the hospital making the payment) as an inducement to reduce or limit medically necessary services provided to Medicare or Medicaid program beneficiaries. Further, except as permitted under the Civil Monetary Penalties Law, a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration that the person knows or should know is likely to influence the beneficiary’s selection of a particular provider of Medicare or Medicaid payable items or services may be liable for civil money penalties of up to $10,000 for each wrongful act.

In addition to the state laws previously described, we may also be subject to other state fraud and abuse statutes and regulations if we expand our operations nationally. Many states have adopted a form of anti-kickback law, self-referral prohibition, and false claims and insurance fraud prohibition. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Generally, state laws reach to all healthcare services and not just those covered under a governmental healthcare program. A determination of liability under any of these laws could result in fines and penalties and restrictions on our ability to operate in these states. We cannot assure that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Changes in healthcare laws could create an uncertain environment and materially impact us.

We cannot predict the effect that the ACA (also known as Obamacare) and its implementation, amendment, or repeal and replacement, may have on our business, results of operations or financial condition. Any changes in healthcare laws or regulations that reduce, curtail or eliminate payments, government-subsidized programs, government-sponsored programs, and/or the expansion of Medicare or Medicaid, among other actions, could have a material adverse effect on our business, results of operations and financial condition. For example, the ACA dramatically changed how healthcare services are covered, delivered, and reimbursed. The ACA requires insurers to accept all applicants, regardless of pre-existing conditions, cover an extensive list of conditions and treatments, and charge the same rates, regardless of pre-existing condition or gender.

The ACA and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Acts”) also mandated changes specific to home health and hospice benefits under Medicare. In 2012, the U.S. Supreme Court upheld the constitutionality of the ACA, including the “individual mandate” provisions of the ACA that generally require all individuals to obtain healthcare insurance or pay a penalty. However, the U.S. Supreme Court also held that the provision of the ACA that authorized the Secretary of the U.S. Department of Health and Human Services to penalize states that choose not to participate in the expansion of the Medicaid program by removing all of its existing Medicaid funding was unconstitutional. In response to the ruling, a number of state governors opposed its state’s participation in the expanded Medicaid program, which resulted in the ACA not providing coverage to some low-income persons in those states. In addition, several bills have been, and are continuing to be, introduced in U.S. Congress to amend all or significant provisions of the ACA, or repeal and replace the ACA with another law. In December 2017, the individual mandate was repealed via the Tax Cuts and Jobs Act of 2017. Afterwards, legal and political challenges as to the constitutionality of the remaining provisions of the ACA resumed.

Our operations are subject to the nation’s healthcare laws, as amended, repealed, or replaced from time to time.

The net effect of the ACA on our business is subject to numerous variables, including the law’s complexity, lack of complete implementing regulations and interpretive guidance, gradual and potentially delayed implementation or possible amendment, as well as the uncertainty as to the extent to which states will choose to participate in the expanded Medicaid program. The continued implementation of provisions of the ACA, the adoption of new regulations thereunder and ongoing challenges thereto, also added uncertainty about the current state of U.S. healthcare laws and could negatively impact our business, results of operations and financial condition. Healthcare providers could be subject to federal and state investigations and payor audits.

Due to our participation in government and private healthcare programs, we are from time to time involved in inquiries, reviews, audits, and investigations by governmental agencies and private payors of our business practices, including assessments of our compliance with coding, billing and documentation requirements. Federal and state government agencies have active civil and criminal enforcement efforts against healthcare companies, and their executives and managers. The Deficit Reduction Act, which provides a financial incentive to states to enact their own false claims acts, and similar laws encourage investigations against healthcare companies by different agencies. These investigations could also be initiated by private whistleblowers. Responding to audit and investigative activities are costly and disruptive to our business operations, even when the allegations are without merit. If we are subject to an audit or investigation, a finding could be made that we or our affiliates erroneously billed or were incorrectly reimbursed, and we may be required to repay such agencies or payors, may be subjected to pre-payment reviews, which can be time-consuming and result in non-payment or delayed payments for the services we or our affiliates provide, and may be subject to financial sanctions or required to modify our operations.

Our revenues may depend on our patients’ receipt of adequate reimbursement from private insurers and government sponsored healthcare programs.

Political, economic, and regulatory influences continue to change the healthcare industry in the United States. If and when we start receiving reimbursements from third parties, the ability of hospitals to pay fees for our products will partially depend on the extent to which reimbursement for the costs of such materials and related treatments will continue to be available from private health coverage insurers and other similar organizations. We may have difficulty gaining market acceptance for the products we sell if third-party payors do not provide adequate coverage and reimbursement to hospitals. Major third-party payors of hospitals, such as private healthcare insurers, periodically revise their payment methodologies based, in part, upon changes in government sponsored healthcare programs. We cannot predict these periodic revisions with certainty, and such revisions may result in stricter standards for reimbursement of hospital charges for certain specified products, potentially adversely impacting our business, results of operations, and financial conditions when we start receiving reimbursement from third party payors. When we start receiving reimbursement from third party payors, the sales of our therapies will depend in part on the availability of reimbursement by third-party payors, such as government health administration authorities, private health insurers and other organizations. Third-party payors often challenge the price and cost-effectiveness of medical treatments and services. Governmental approval of health care products does not guarantee that these third-party payers will pay for the products. Even if third-party payers do accept our therapeutic treatments, the amounts they pay may not be adequate to enable us to realize a profit. Legislation and regulations affecting the pricing of therapies may change before our products and services are approved for marketing, and any such changes could further limit reimbursement, if any.

We operate in a highly regulated and evolving environment with rigorous regulatory enforcement. Any legal or regulatory action could be time-consuming and costly. If we or the manufacturers or distributors that supply our products fail to comply with all applicable laws, standards, and regulations, action by the FDA or other regulatory agencies could result in significant restrictions, including restrictions on the marketing or use of the products we sell or the withdrawal of the products we sell from the market. Any such restrictions or withdrawals could materially affect our reputation, business and operations.

Acquisitions may subject us to liability with regard to the creditors, customers, and shareholders of the sellers.

While our acquisitions are typically structured as asset purchase agreements in which we attempt to limit our risk and exposure relative to the respective sellers’ liabilities, we cannot guarantee that we will be successful in avoiding all liability. Creditors may seek to hold us accountable for seller debt and customers and for seller breaches of contract prior to our transactions. Occasionally, disaffected shareholders may attempt to interfere with our business acquisitions. We attempt to minimize all of these risks through thorough due diligence, negotiating indemnities and holdbacks, obtaining relevant representations from sellers, and leveraging experienced professionals when appropriate.

We had no unconditional commitments with respect to any acquisition as of September 30, 2019. Although we expect that one or more acquisition opportunities will become available in the future, we may not be able to acquire companies at all or on terms favorable to us. We will likely need additional financing for such acquisitions, but there is no assurance that we will be able to borrow funds or raise capital through the issuance of our equity on favorable terms. Certain of our larger, better capitalized competitors may seek to acquire some of the companies we may be interested in. Competition for acquisitions would likely increase acquisition prices and result in us having fewer acquisition opportunities. Depending on the type of businesses we acquire, we may have varying cost saving and/or cross-selling opportunities with the acquired business. However, there is no assurance that we will achieve anticipated cost savings and cross-selling on our acquisitions, and failure to do so may mean we overpaid for such acquisitions. In completing any acquisitions, we will rely upon the representations and warranties and indemnities made by the sellers with respect to each acquisition as well as our own due diligence investigation. We cannot be assured that such representations and warranties will be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition of the acquired companies or their customers. To the extent that we are required to pay for obligations of an acquired company, or if material misrepresentations exist, we may not realize the expected benefit from such acquisition, and we will have overpaid in cash, stock, assumed debt, seller notes, and/or earnouts for the value received in that acquisition.

Future acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of indebtedness and increased amortization expense.

Future acquisitions may result in dilutive issuances of equity securities, the incurrence of debt, the assumption of known and unknown liabilities, the write-off of software development costs and the amortization of expenses related to intangible assets, all of which could have an adverse effect on our business, financial condition and results of operations.

We may pursue strategic acquisitions in the future. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counter parties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.

Certain of our officers and directors devote limited time to our business, which may negatively impact our plan of operations, the implementation of our business plan, and our potential profitability.

While Lawrence Diamond, our Chief Executive Officer and director, dedicates full time to us, our other directors dedicate part time service to us which could negatively impact our plan of operations, implementation of our business plan, and our potential profitability.

Because we do not have an audit or compensation committee, shareholders will be required to rely on the members of our board of directors, who are not all independent, to perform these functions.

We do not have an audit or compensation committee or board of directors as a whole that is composed of independent directors. There is a potential conflict between their or our interests and our shareholders’ interests. Until we have an audit committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Our future success depends, in part, on the performance and continued service of our Officers and Directors

We presently depend to a great extent upon the experience, abilities and continued services of our management team. The loss of our management team’s services could have a material adverse effect on our business, financial condition or results of operation. Failure to maintain our management team could prove disruptive to our daily operations, require a disproportionate amount of resources and management attention and could have a material adverse effect on our business, financial condition and results of operations. We do maintain key man insurance on any member of our management team.

Our executive officers and certain key stockholders own and control a significant number of voting securities and so long as they do, they are able to control the outcome of stockholder voting.

Our President and Chief Executive Officer as well as certain other key shareholders are the owners of approximately 88% of the voting shares of the Company as a result of their ownership of our Series X Preferred Stock, and Common Stock. The Series X Preferred stock votes with our outstanding shares of Common Stock at the rate of 20,000 votes for each share owned, one (1) vote for each common holder. As such, our management has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Our management’s control of our voting securities may make it impossible to complete some corporate transactions without management’s support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our Common Stock.

Our Common Stock is a penny stock and as such, trading of the Common Stock may be restricted by the Securities and Exchange Commission’s (“SEC”) penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

The Common Stock is a penny stock. The Securities and Exchange Commission (“SEC”) has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our Common Stock.

As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are an issuer of a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

As a public company with a class of securities registered under the Securities Exchange Act of 1934, as amended, we are subject to ongoing SEC reporting requirements and, any deficiencies in our financial reporting or internal controls could adversely affect us.

As a public company with a class of securities registered under the Securities Exchange Act of 1934, as amended,we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting. In the future, if we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. In addition, our internal control over financial reporting would not prevent or detect all errors and fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting of our internal controls, investors may lose confidence in the accuracy and completeness of our financial reports, which in turn could cause the price of our Common Stock to decline. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our internal controls, it may negatively impact our business, results of operations and reputation. In addition, we could become subject to investigations by OTC Markets, Nasdaq, the SEC or other regulatory authorities, which could require additional management attention, and which could adversely affect our business.

There is a limited market for our Common Stock which may make it difficult for investors to sell the Common Stock.

There is a limited trading market for the Common Stock. Any trading market for the Common Stock may never develop in the foreseeable future, if ever. If no market develops, it may be difficult or impossible for you to sell your shares if you should desire to do so. The Common Stock is currently quoted on the OTCQB Market. There is extremely limited and sporadic trading of our Common Stock and no assurance can be given, when, if ever, an active trading market will develop or, if developed, that it will be sustained. Unless the Common Stock is registered with the Securities and Exchange Commission and any required state authorities, or an appropriate exemption from registration is available, investors may not be able to sell the Common Stock, even though his or her personal financial condition may dictate such a liquidation. In addition, the Common Stock will not likely be acceptable as collateral for loans. Therefore, prospective investors who require liquidity in their investments should not purchase the Units.

The number of Common Stock shares outstanding could increase as a result of convertible debt.

We have convertible debt outstanding at this time of approximately $1 million, or $1.6 million if held for an extended period of time which have a conversion feature allowing the holder to convert to Common Stock at a 40% discount to the market price of $.03 as of November 2, 2020. If our Common Stock price materially declines, we will be obligated to issue a large number of shares to the holder of these notes upon conversion. This will likely materially dilute existing holders of our Common Stock. The potential for such dilutive issuances upon conversion of outstanding notes may depress the price of Common Stock regardless of our business performance, and could encourage short selling by market participants, especially if the trading price of our Common Stock begins to decrease. If the holder were to convert the debt into Common Stock the number of Common Stock shares outstanding would expand and would be dilutive to the existing common stockholders. The impact to the holders of our common stock could be a reduced price, or liquidity, in the marketplace for the Common Stock.

The Common Stock is thinly traded, so you may be unable to sell at or near asking prices, or at all.

Our Common Stock is quoted on the OTC Markets OTCQB with the symbol “MITI”. Shares of our Common Stock are thinly- traded, meaning that the number of persons interested in purchasing our common shares at or near asking prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors. We are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume; and stock analysts, stock brokers and institutional investors may be risk-averse and be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable As a result, our stock price may not reflect an actual or perceived value. Also, there may be periods of several days or more when trading activity in our shares is minimal, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broader or more active public trading market for our Common Stock may not develop or if developed, may not be sustained. Due to these conditions, you may not be able to sell your shares at or near asking prices or at all should you attempt to sell your common shares.

Because we do not intend to pay any cash dividends on the Common Stock in the near future.

For the foreseeable future, proceeds from any financings earnings generated from our operations will be retained for use in our planned business and not to pay dividends, subject to our obligations to the holders of our preferred stock. Additionally, we have no funds available for dividends and have debt obligations that are senior to our obligation to pay dividends. We do not anticipate paying any cash dividends on our Common Stock in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. For the foreseeable future, earnings generated from our operations will be retained for use in implementing our business plan and not to pay dividends.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell the Common Stock if it is successful in being quoted on the OTC Markets.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell the Common Stock.

Our officers and directors have voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.

Our officers and directors control approximately 82% of the votes on all matters submitted to a vote of our stockholders. As such, they have ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors, amendment of our Certificate of Incorporation or By-laws; to effect or prevent a merger, sale of assets or other corporate transaction; and to control the outcome of any other matter submitted to our stockholders for vote. Their control of our voting securities may make it impossible to complete some corporate transactions without their support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our Common Stock.

~~None.~~In the quarter ended September 30, 2020, we offered and sold securities below. None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Sections 4(2) of the Securities Act, for the offer and sale of the securities. We believed Section 4(2) was available because:

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Delaware		87-0496850
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~1355 Peachtree Street, Suite 1150~~7535 East Hampden Avenue, Ste. 400 ~~Atlanta, Georgia~~Denver, Colorado		~~30309~~80231
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Large accelerated filer	☐		Accelerated filer	☐

Non-accelerated filer	☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☑

Emerging growth company	☑

~~Title of each class~~		~~Trading Symbol(s)~~		~~Name of each exchange on which registered~~
~~N/A~~		~~N/A~~		~~N/A~~

PART I – FINANCIAL INFORMATION

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	26	27

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	30	31

ITEM 4.	CONTROLS AND PROCEDURES.	30	31

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	32

ITEM 1A.	RISK FACTORS.	32

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	32	45

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	32	46

ITEM 4.	MINE SAFETY DISCLOSURES.	33	46

ITEM 5.	OTHER INFORMATION.	33	46

ITEM 6.	EXHIBITS.	33	47

SIGNATURES		34	48

	FOR THE NINE MONTHS ENDED SEPTEMBER 30

	Common Stock									Stock			Accumulated
	Shares			Amount			APIC			Payable			Deficit			Total
Balance, December 31, 2017		18,930,874		$	189,309		$	4,659,713		$	39,886		$	(6,276,159	)	$	(1,387,251	)
Stock issued for services		6,510,726			65,107			483,161			(25,600	)		-			522,668
Stock issued as comp		2,097,431			20,974			173,789			12,850			-			207,613
Discount on notes payable		-			-			9,000			-			-			9,000
Stock issued for accounts payable		1,458,965			14,590			117,276			-			-			131,866
Stock to be issued		-			-			-			22,900			-			22,900
Imputed interest		-			-			6,750			-			-			6,750
Net loss for the period		-			-			-			-			(966,829	)		(966,829	)
Balance, September 30, 2018		28,997,996		$	289,980		$	5,449,689		$	50,036		$	(7,242,988	)	$	(1,453,283	)

Balance, December 31, 2018		31,598,236		$	315,982		$	5,684,208		$	37,186		$	(7,691,312	)	$	(1,653,936	)
Stock issued for services		200,000			2,000			15,480			-			-			17,480
Stock issued for conversion of notes payable		14,394,002			143,940			414,230			-			-			558,170
Discount on notes payable due to conversion feature		-			-			223,087			-			-			223,087
Settlement of derivative liabilities		-			-			203,730			-			-			203,730
Discount on notes payable due to warrants		-			-			34,500			-			-			34,500
Cancellation of shares		(700,000	)		(7,000	)		7,000			-			-			-
Stock to employees, subject to vesting		2,975,000			29,750			(17,520	)		-			-			12,230
Stock in legal settlement		1,401,224			14,012			87,016			-			-			101,028
Vesting of shares		-			-			124,848			-			-			124,848
Imputed interest		-			-			6,750			-			-			6,750
Net loss for the period		-			-			-			-			(2,245,768	)		(2,245,768	)
Balance, September 30, 2019		49,868,462		$	498,684		$	6,783,329		$	37,186		$	(9,937,080	)	$	(2,617,881	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30

	Preferred Stock Series A				Preferred Stock Series X				Common Stock						Additional Paid-in			Stock		Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable		Deficit			Total
Balance, December 31, 2018		-		-		-		-		31,598,236		$	315,982		$	5,684,208		$	37,186	$	(7,691,312	)	$	(1,653,936	)
Stock issued for services		-		-		-		-		200,000			2,000			15,480			-		-			17,480
Stock issued to employees subject to vesting		-		-		-		-		2,975,000			29,750			(17,520	)		-		-			12,230
Stock issued for conversion of notes payable		-		-		-		-		14,394,002			143,940			414,230			-		-			558,170
Stock issued for legal settlement		-		-		-		-		1,401,224			14,012			87,016			-		-			101,028
Discount on notes payable due to conversion feature		-		-		-		-		-			-			223,087			-		-			223,087
Settlement of derivative liabilities																203,730								203,730
Discount on notes payable due to warrants		-		-		-		-		-			-			34,500			-		-			34,500
Cancellation of shares		-		-		-		-		(700,000	)		(7,000	)		7,000			-		-			-
Vesting of shares issued to employees		-		-		-		-		-			-			124,848			-		-			124,848
Imputed interest		-		-		-		-		-			-			6,750			-		-			6,750
Net loss for the period		-		-		-		-		-			-			-			-		(2,245,768	)		(2,245,768	)
Balance, September 30, 2019 (unaudited)		-		-		-		-		49,868,462		$	498,684		$	6,783,329		$	37,186	$	(9,937,080	)	$	(2,617,881	)

Balance, December 31, 2019		-	$	-		26,227	$	262		81,268,443		$	812,684		$	8,407,977		$	37,186	$	(11,576,574	)	$	(2,318,465	)
Vesting of common stock issued to employees		-		-		-		-		-			-			60,842			-		-			60,842
Vesting of stock options issued to employees		-		-		-		-		-			-			119,227			-		-			119,227
Common stock issued for services		-		-		-		-		586,985			5,869			23,467			-		-			29,336
Settlement of derivative liabilities		-		-		-		-		-			-			528,995			-		-			528,995
Common stock issued in warrant settlement agreement		-		-		-		-		7,999,996			80,000			291			-		-			80,291
Common stock issued for conversion of notes payable and accrued interest		-		-		-		-		31,597,490			315,976			508,066			-		-			824,042
Issuance of Preferred A stock to consultants		4,800		48		-		-		-			-			71,510			-		-			71,558
Preferred stock dividends, $3.62 per share (10% of stated value per year)		-		-		-		-		-			-			(56,143	)		-		-			(56,143	)
Loss for the period ended September 30, 2020		-		-		-		-		-			-			-			-		(1,948,210	)		(1,948,210	)
Balance, September 30, 2020 (unaudited)		4,800	$	48		26,227	$	262		121,452,914		$	1,214,529		$	9,664,232		$	37,186	$	(13,524,784	)	$	(2,608,527	)

●	identification of the contract, or contracts, with a customer;
●	identification of the performance obligations in the contract;
●	determination of the transaction price;
●	allocation of the transaction price to the performance obligations in the contract; and
●	recognition of revenue when, or as, we satisfy a performance obligation.

Market Cap (fully diluted basis)		3,749,829
Volatility (12 Months)		78.6	%
Years to Liquidity		5.00
Continuous Risk Free Rate		0.88	%
Stock Price	$	0.0419

	September 30, 2019
Deferred tax Asset	$	780,983
Less: valuation allowance		(780,983	)
Net deferred tax asset	$	-

									Interest		Amortization		Interest		Amortization
									Expense		of Discount		Expense		of Discount
									3 months		3 months		9 months		9 months		Discount
	Principal Balance				Accrued Interest				ended		ended		ended		ended		Balance
	9/30/2020		12/31/2019		9/30/2020		12/31/2019		9/30/2020		9/30/2020		9/30/2020		9/30/2020		9/30/2020
Series C Convertible Debenture	$	110,833	$	110,833	$	66,029	$	57,709	$	2,794	$	-	$	8,320	$	-	$	-

Series D Convertible Debenture		11,333		11,333		8,047		7,026		343		-		1,021		-		-

Convertible Note A		41,000		41,000		10,795		7,101		1,240		-		3,694		-		-

Power Up Note 11		-		45,000		-		1,805		-		-		875		38,498		-

Power Up Note 12		-		53,000		-		1,499		-		-		1,813		46,014		-

Power Up Note 13		-		73,000		-		1,488		-		-		3,240		66,554		-

Eagle Equity Note 1		-		256,000		-		3,367		781		109,019		15,735		248,215		-

Eagle Equity Note 2*		50,000		256,000		4,538		1,010		6,166		181,521		21,484		221,800		25,807

Eagle Equity Note 3**		256,000		-		21,041		-		7,743		45,409		21,041		71,312		184,688

Eagle Equity Note 4		129,000		-		8,652		-		3,902		18,083		8,652		33,883		95,117

Eagle Equity Note 5		100,000		-		5,754		-		3,025		11,149		5,754		25,080		78,920

Eagle Equity Note 6		200,200		-		6,057		-		6,057		25,932		6,057		25,932		174,268

Eagle Equity Note 7		200,200		-		2,699		-		2,699		8,123		2,699		8,123		192,077

Eagle Equity Note 8		114,400		-		38		-		38		313		38		313		114,087

PPP Loan		460,406		-		1,879		-		1,160		-		1,879		-		-

Other		-		-		-		1,865		-		-		-		-		-

Total	$	1,673,372	$	846,166	$	135,529	$	82,870	$	35,948	$	399,549	$	102,305	$	785,724	$	864,964

	September 30, 2020			December 31, 2019
Total notes payable	$	1,673,372		$	846,166
Less: Discount		(864,964	)		(646,888	)
Notes payable - net of discount	$	808,408		$	199,278

Current Portion, net of discount	$	808,408		$	199,278
Long-term portion, net of discount	$	-		$	-

Conversion features issued		1,068,870
Settled upon conversion or exercise		(1,020,450	)
Settled upon payment of note		(148,949	)
Gain on revaluation		(263,042	)
September 30, 2020	$	1,124,852

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at December 31, 2017		67,879	$	21.40		5.17	$	-
Granted		-		-		-		-
Cancelled		-		-		-		-

Outstanding at December 31, 2018		67,879	$	21.40		4.17		-

Granted		-		-		-		-
Cancelled		-		-		-		-
Outstanding at September 30, 2019		67,879	$	21.40		3.42	$	-

Exercisable at September 30, 2019		67,879	$	21.40		3.42	$	-

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
prices		outstanding		life (years)		options		exercisable		options
$	0.03		1,250,000		9.67	$	0.03		250,000	$	0.03
$	0.05		7,450,000		9.44	$	0.05		983,334	$	0.05
$	0.06		1,000,000		9.84	$	0.06		-	$	-
$	21.40		67,879		2.41	$	21.40		67,879	$	1.16
			9,767,879		9.46	$	0.20		1,301,213	$	1.16

Exhibit Number		Description

3.1		Certificate of Incorporation of Trunity Holdings, Inc. (n/k/a Mitesco, Inc.) dated January 18, 2012 (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on January 31, 2012).

3.2		Certificate of Ownership Merging Brain Tree International, Inc. into Trunity Holdings, Inc. (n/k/a Mitesco, Inc.) dated January 24, 2012 (incorporated by reference to Exhibit 3.3 of the registrant’s Annual Report on Form 10-K filed with the SEC on April 16, 2013).

3.3		Certificate of Designation of Series X Preferred Stock of Trunity Holdings, Inc. (n/k/a Mitesco, Inc.) dated December 9, 2015 (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on December 15, 2015).

3.4		Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc. (n/k/a Mitesco, Inc.) dated December 24, 2015 (incorporated by reference to Exhibit 3.1(i) of the registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2016).

3.5		Certificate of Designations, Preferences and Rights of 10% Series X Cumulative Redeemable Perpetual Preferred Stock dated December 31, 2019 (incorporated by reference to Exhibit 3.6 of the registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2020).

3.6		Amended and Restated Certificate of Designations, Preferences and Rights of 10% Series A Cumulative Redeemable Perpetual Preferred Stock dated March 2020 (incorporated by reference to Exhibit 3.07 of the registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2020).

3.7		Certificate of Amendment of Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020 (incorporated by reference to Exhibit 3.7 of the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020).

3.8*		Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015 Certificate of Amendment.

3.9*		Bylaws of Mitesco, Inc., as amended, dated November 10, 2020

4.1		12% Convertible Redeemable Promissory Note, dated April 8, 2020, with Eagle Equities, Inc. (incorporated by reference to Exhibit 4.01 of the registrant’s Current Report on Form 8-K filed with the SEC on April 17, 2020).

4.2		Securities Purchase Agreement dated April 8, 2020, with Eagle Equities, Inc. (incorporated by reference to Exhibit 4.02 of the registrant’s Current Report on Form 8-K filed with the SEC on April 17, 2020).

10.1		Promissory Note between Mitesco, Inc. and Bank of America dated April 25, 2020 (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on May 11, 2020).

10.2		Advisor Agreement between Mitesco, Inc. and Michael Loiacono dated July 8, 2020 (incorporated by reference to Exhibit 10.01 of the registrant’s Current Report on Form 8-K filed with the SEC on July 8, 2020).

10.3		Board of Directors Advisory Agreement between Mitesco, Inc. and Faraz Paqvi dated June 1, 2020 (incorporated by reference to Exhibit 5.01 of the registrant’s Current Report on Form 8-K filed with the SEC on July 13, 2020).

10.4*		Form of lease agreement between The Good Clinic, LLC, and LMC NE Minneapolis Holdings, LLC, dated October 19, 2020.

31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL INSTANCE DOCUMENT

101.SCH **		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL **		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF **		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB **		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE **		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

	~~TRUE NATURE HOLDING,~~MITESCO, INC.


~~Dated: November 14, 2019~~	~~By:~~	~~/s/ Julie R. Smith~~

		~~President~~
Dated: November 13, 2020	By:	/s/ Larry Diamond
		Larry Diamond
		Chief Executive Officer and
		Interim Chief ~~Operating~~Financial Officer